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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities or an invitation to enter into any agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement and the listing document referred to herein have been published for information purposes only as required by the Listing Rules and do not constitute an offer to sell nor a solicitation of an offer to buy any securities. Neither this announcement nor anything referred to herein (including the listing document) forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this announcement and the listing document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of the issuer for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong.

The material contained in this announcement is not for distribution or circulation, directly or indirectly, in or into the United States. This announcement is solely for the purpose of reference and does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the securities offer are being offered and sold only outside the United States in offshore transaction in compliance with Regulation S under the Securities Act.

Notice to Hong Kong investors: The Issuer and the Guarantor (each as defined below) confirm that the Notes (as defined below) are intended for purchase by professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange) only and have been listed on the Hong Kong Stock Exchange on that basis. Accordingly, each of the Issuer and the Guarantor confirm that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.

HORSE GALLOP FINANCE LIMITED(a company incorporated with the British Virgin Islands)

(the “Issuer”)

U.S.$600,000,000 1.10 per cent. Guaranteed Notes due 2024 (the “Notes”)

(Stock Code: 40774)

issued under the U.S.$4,000,000,000 Medium Term Note Programme (the “Programme”)

Unconditionally and Irrevocably Guaranteed by

ICBC INTERNATIONAL HOLDINGS LIMITED(incorporated in Hong Kong)

This announcement is issued pursuant to Rule 37.39A of the Rules Governing the Listing of

Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Hong

Kong Stock Exchange”).

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Please refer to the offering circular dated 15 July 2021 (the “Offering Circular”) in relation

to the Programme and the pricing supplement dated 19 July 2021 (the “Pricing Supplement”)

in relation to the Notes each appended hereto. The Issuer announces that the listing of the

Notes on the Hong Kong Stock Exchange and permission to deal in the Notes by way of

debt issues to professional investors (as defined in Chapter 37 of the Listing Rules) only has

become effective on 27 July 2021.

27 July 2021

As at the date of this announcement, the directors of Horse Gallop Finance Limited are Lai

Wan Leung and Ha Leung Man.

As at the date of this announcement, the directors of ICBC International Holdings Limited are

An Liyan, Chang Zhenwang, Wang Yixin, Hu Yimin and Gao Dong.

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR, IN RESPECTOF ANY OFFERING OF SECURITIES UNDER CATEGORY 2 OF REGULATION S OF THE SECURITIESACT, TO ANY US PERSON OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

IMPORTANT: You must read the following before continuing. The following applies to the offering circularfollowing this page (the ‘‘Offering Circular’’), and you are therefore advised to read this carefully before reading,accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to bebound by the following terms and conditions, including any modifications to them any time you receive anyinformation from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALEIN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THESECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OFANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND SECURITIES IN BEARER FORMARE SUBJECT TO US TAX LAW REQUIREMENTS. THE SECURITIES MAY NOT BE OFFERED OR SOLDOR (IN THE CASE OF NOTES IN BEARER FORM) DELIVERED INTO OR WITHIN THE UNITED STATESOR, IN RESPECT OF ANY OFFERING OF SECURITIES UNDER CATEGORY 2 OF REGULATION S OF THESECURITIES ACT, TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED INREGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’)) OR TO ANY PERSON OR ADDRESSIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATEOR LOCAL SECURITIES LAWS.

THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSONAND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOTBE FORWARDED, IN RESPECT OF ANY OFFERING OF SECURITIES UNDER CATEGORY 2 OFREGULATION S OF THE SECURITIES ACT, TO ANY US PERSON OR TO ANY ADDRESS IN THE UNITEDSTATES. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE ORIN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN AVIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investmentdecision with respect to the securities, investors must not be located in the United States. This Offering Circular isbeing sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed tohave represented to us that you are outside the United States or, in respect of any offering of securities underCategory 2 of Regulation S, you shall be deemed to have represented to us that you are not a US person. Inaddition, you shall be deemed to have represented to us that the e-mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of such OfferingCircular by electronic transmission.

You are reminded that this Offering Circular has been delivered to you on the basis that you are a person intowhose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction inwhich you are located and you may not, nor are you authorised to, deliver this Offering Circular to any otherperson.

The materials relating to the offering of securities to which this Offering Circular relates do not constitute, and maynot be used in connection with, an offer or solicitation in any place where offers or solicitations are not permittedby law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters orany affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to bemade by the underwriters or such affiliate on behalf of the Issuer (as defined below) in such jurisdiction.

This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted viathis medium may be altered or changed during the process of electronic transmission and consequently none ofHorse Gallop Finance Limited (the ‘‘Issuer’’), ICBC International Holdings Limited (the ‘‘Guarantor’’) and ICBCInternational Securities Limited, Industrial and Commercial Bank of China (Asia) Limited and The Hongkong andShanghai Banking Corporation Limited, or any additional Arranger or Dealer appointed under the Programme(together, the ‘‘Arrangers’’ and the ‘‘Dealers’’), any person who controls any of the Arrangers or the Dealers, anydirector, officer, employee nor agent of the Issuer or the Guarantor or the Arrangers or the Dealers, or affiliate ofany such person accepts any liability or responsibility whatsoever in respect of any difference between the OfferingCircular distributed to you in electronic format and the hard copy version available to you on request from theArrangers or the Dealers.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at yourown risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of adestructive nature.

HORSE GALLOP FINANCE LIMITED(incorporated with limited liability in the British Virgin Islands)

(as the Issuer, a wholly‑owned subsidiary of ICBC International Holdings Limited)

unconditionally and irrevocably guaranteed by

ICBC INTERNATIONAL HOLDINGS LIMITEDUS$4,000,000,000

Medium Term Note ProgrammeUnder the US$4,000,000,000 Medium Term Note Programme described in this Offering Circular (the ‘‘Programme’’), Horse Gallop Finance Limited (the ‘‘Issuer’’), subject to compliance with all relevantlaws, regulations and directives, may from time to time issue guaranteed medium term notes (the ‘‘Notes’’) unconditionally and irrevocably guaranteed (the ‘‘Guarantee of the Notes’’) by ICBC InternationalHoldings Limited (the ‘‘Guarantor’’). The Issuer is a wholly‑owned subsidiary of the Guarantor.

Notes may be issued in bearer or registered form. The aggregate nominal amount of Notes outstanding will not at any time exceed US$4,000,000,000 (or its equivalent in other currencies, subject to increase asdescribed herein). The Notes may be issued on a continuing basis to one or more of the Dealers specified under ‘‘Summary of the Programme’’ or any additional Dealer appointed under the Programme fromtime to time by the Issuer (each a ‘‘Dealer’’ and together the ‘‘Dealers’’), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the ‘‘relevant Dealer’’shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes.

Application will be made to The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Stock Exchange’’) for the listing of the Programme by way of debt issues to professional investors (as defined inChapter 37 of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange) (‘‘Professional Investors’’) only during the 12-month period after the date of this document on the Hong KongStock Exchange. This document is for distribution to Professional Investors only.

Notice to Hong Kong investors: each of the Issuer and the Guarantor confirms that each Tranche (as defined under ‘‘Terms and Conditions of the Notes’’) of Notes issued under the Programme is intended forpurchase by Professional Investors only and, with respect to Notes to be listed on the Hong Kong Stock Exchange, will be listed on the Hong Kong Stock Exchange on that basis. Accordingly, each of theIssuer and the Guarantor confirms that the Notes are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved. The Hong Kong StockExchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of thisdocument to Professional Investors only have been reproduced in this document. Listing of the Programme and the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of thecommercial merits or credit quality of the Programme, the Notes or the Issuer, the Guarantor and the Group (as defined herein), or quality of disclosure in this document. Hong Kong Exchanges andClearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liabilitywhatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to eachTranche (as defined under ‘‘Terms and Conditions of the Notes’’ and each term therein, a ‘‘Condition’’) of Notes will be set out in a pricing supplement (the ‘‘Pricing Supplement’’) which, with respect toNotes to be listed on the Hong Kong Stock Exchange, will be delivered to the Hong Kong Stock Exchange, on or before the date of issue of the Notes of such Tranche.

The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Hong Kong Stock Exchange or any other stock exchange.

The Notes of each Series issued in bearer form (‘‘Bearer Notes’’) will be represented on issue by a temporary global note in bearer form (each a ‘‘Temporary Global Note’’) or a permanent global note inbearer form (each a ‘‘Permanent Global Note’’) (collectively, the ‘‘Global Notes’’). Notes in registered form (‘‘Registered Notes’’) will be represented by registered certificates (each a ‘‘Certificate’’), oneCertificate being issued in respect of each Noteholder’s entire holding of Notes in registered form of one Series. Certificates representing Registered Notes that are registered in the name of, or in the name of anominee for, one or more clearing systems are referred to as global certificates (‘‘Global Certificates’’). Global Notes and Global Certificates may be deposited on the relevant issue date with a commondepositary on behalf of Euroclear Bank SA/NV (‘‘Euroclear’’) and/or Clearstream Banking S.A. (‘‘Clearstream’’), or with a sub-custodian for the Central Moneymarkets Unit Service (the ‘‘CMU’’) operatedby the Hong Kong Monetary Authority (the ‘‘HKMA’’).

Where the Circular on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises（國家發展改革委關於推進企業發行外債備案登記制管理改革的通知（發改外資[2015]2044號））issued by the National Development and Reform Commission of the PRC (the ‘‘NDRC’’) and which came into effect on 14 September 2015, as supplemented by the relevant documentissued by the NDRC in relation to the relevant pre-issuance registration or amended registration certificate available to the Guarantor (where applicable) and any implementation rules, regulations, certificates,circulars or notices in connection therewith as issued by the NDRC from time to time (the ‘‘NDRC Circular’’) apply, for the benefit of the Notes to be issued in accordance with these Conditions, with respectto the offering of a particular tranche of Notes, the Guarantor undertakes to cause the relevant entity to make the required filing with the NDRC within the period prescribed in the NDRC Circular and obtainthe relevant certificate of any registration or amended registration (where applicable) with respect to the offering of the Notes.

The Notes and the Guarantee of the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) or with any securitiesregulatory authority of any state or other jurisdiction of the United States, and the Notes may include Bearer Notes that are subject to US tax law requirements. Subject to certain exceptions, theNotes may not be offered, sold, or, in the case of Bearer Notes, delivered into or within the United States or, in the case of Notes offered or sold in reliance on Category 2 of Regulation S under theSecurities Act (‘‘Regulation S’’), to, or for the benefit of, US persons (as defined in Regulation S). Registered Notes are subject to certain restrictions on transfer, see ‘‘Subscription and Sale’’.

PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE. The Pricing Supplement in respect of any Notesmay include a legend entitled ‘‘Singapore Securities and Futures Act Product Classification’’ which will state the product classification of the Notes pursuant to section 309B(1) of the Securities and FuturesAct (Chapter 289) of Singapore (the ‘‘SFA’’). The Issuer will make a determination in relation to each issue about the classification of the Notes being offered for purposes of section 309B(1)(a) of the SFA.Any such legend included on the relevant Pricing Supplement will constitute notice to ‘‘relevant persons’’ for purposes of section 309B(1)(c) of the SFA.

MiFID II product governance/target market – The Pricing Supplement in respect of any Notes may include a legend entitled ‘‘MiFID II Product Governance’’ which will outline the target market assessmentin respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a ‘‘distributor’’) should take into considerationthe target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, ‘‘MiFID II’’) is responsible for undertaking its own target market assessment in respect of the Notes (byeither adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the ‘‘MiFID Product GovernanceRules’’), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for thepurpose of the MiFID Product Governance Rules.

UK MiFIR product governance/target market – The Pricing Supplement in respect of any Notes may include a legend entitled ‘‘UK MiFIR Product Governance’’ which will outline the target marketassessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a ‘‘distributor’’) should take intoconsideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the ‘‘UK MiFIR Product Governance Rules’’) isresponsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of suchNotes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.

IMPORTANT – EEA RETAIL INVESTORS – If the Pricing Supplement in respect of any Notes includes a legend entitled ‘‘Prohibition of Sales to EEA Retail Investors’’, the Notes are not intended to beoffered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (‘‘EEA’’). For these purposes, a retail investormeans a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (the ‘‘Insurance DistributionDirective’’), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the‘‘Prospectus Regulation’’). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the ‘‘PRIIPs Regulation’’) for offering or selling the Notes or otherwisemaking them available to retail investors in the EEA has been prepared and therefore offering or selling the relevant Tranche of Notes or otherwise making them available to any retail investor in the EEA maybe unlawful under the PRIIPs Regulation.

UK PRIIPs/IMPORTANT – UK RETAIL INVESTORS – If the Pricing Supplement in respect of any Notes includes a legend entitled ‘‘Prohibition of Sales to UK Retail Investors’’, the Notes are notintended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (‘‘UK’’). For these purposes, a retailinvestor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union(Withdrawal) Act 2018 (‘‘EUWA’’); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (‘‘FSMA’’) and any rules or regulations made under the FSMA toimplement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law byvirtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information documentrequired by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the ‘‘UK PRIIPs Regulation’’) for offering or selling the Notes or otherwise making them available toretail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The Programme is expected to be assigned ratings of ‘‘A2’’ by Moody’s Investors Service (‘‘Moody’s’’) and ‘‘A-’’ by S&P Global Ratings, a division of the McGraw-Hill Companies, Inc. (‘‘S&P’’). Theseratings are only correct as at the date of this Offering Circular. Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will notnecessarily be the same as the ratings assigned to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, revision or withdrawal at anytime by the assigning rating agency.

Investing in Notes issued under the Programme involves certain risks and may not be suitable for all investors. Investors should have sufficient knowledge and experience in financial and business matters toevaluate the information contained in this Offering Circular and in the applicable Pricing Supplement and the merits and risks of investing in a particular issue of Notes in the context of their financial positionand particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in Notes. Investors should not purchase Notes unless they understand and are ableto bear risks associated with Notes. The principal risk factors that may affect the ability of the Issuer and the Guarantor to fulfil their respective obligations in respect of the Notes and the Guarantee of theNotes, are discussed under ‘‘Risk Factors’’ below.

This Offering Circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information withregard to the Issuer, the Guarantor and the Group. Each of the Issuer and the Guarantor accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, havingmade all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Arrangers and Dealers

ICBC International ICBC (Asia) HSBC

The date of this Offering Circular is 15 July 2021

IMPORTANT NOTICE

Each of the Issuer and the Guarantor having made all reasonable enquiries confirms that, to the best ofits knowledge and belief, this Offering Circular (i) contains all information with respect to the Issuer,the Guarantor and its subsidiaries taken as a whole (the ‘‘Group’’), the Notes and the Guarantee of theNotes which, according to the particular nature of the Issuer, the Guarantor, the Group and of the Notesand the Guarantee of the Notes, is necessary to enable investors to make an informed assessment of theactivities, assets and liabilities, financial position, management and prospects of the Issuer, theGuarantor, the Group and of their respective profits and losses and of the rights attaching to the Notesand the Guarantee of the Notes and such information is accurate and complete in all material respectsand; (ii) does not contain any untrue statement of a material fact or omit to state any material factnecessary in order to make the statements made therein, in light of the circumstances under which theywere made, not misleading; and (iii) the statements of intention, opinion and expectation contained inthis Offering Circular with regard to the Issuer, the Guarantor and the Group are fair and made after dueand careful consideration, are fair and reasonable and based on facts known, or which ought onreasonable enquiry to have been known, to the Issuer, the Guarantor and/or its directors or any of them.

Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under ‘‘Terms andConditions of the Notes’’ (the ‘‘Conditions’’) as amended and/or supplemented by the PricingSupplement specific to such Tranche. This Offering Circular must be read and construed together withany amendments or supplements hereto and with any information incorporated by reference herein and,in relation to any Tranche of Notes, must be read and construed together with the relevant PricingSupplement.

The distribution of this Offering Circular and any Pricing Supplement and the offering, sale and deliveryof the Notes in certain jurisdictions may be restricted by law. Persons into whose possession thisOffering Circular comes are required by the Issuer, the Guarantor, the Group, the Arrangers and theDealers to inform themselves about and to observe any such restrictions. None of the Issuer, theGuarantor, the Group, the Arrangers or the Dealers represents that this Offering Circular or any PricingSupplement may be lawfully distributed, or that any Notes may be lawfully offered, in compliance withany applicable registration or other requirements in any such jurisdiction, or pursuant to an exemptionavailable thereunder, or assumes any responsibility for facilitating any such distribution or offering. Inparticular, no action has been taken by the Issuer, the Guarantor, the Group, the Arrangers or theDealers which would permit a public offering of any Notes or distribution of this Offering Circular orany Pricing Supplement in any jurisdiction where action for such purposes is required. Accordingly, noNotes may be offered or sold, directly or indirectly, and none of this Offering Circular, any PricingSupplement or any advertisement or other offering material may be distributed or published in anyjurisdiction, except under circumstances that will result in compliance with any applicable laws andregulations.

There are restrictions on the offer and sale of the Notes and the circulation of documents relatingthereto, in certain jurisdictions including, but not limited to, the United States of America, the EEA, theUnited Kingdom, Japan, Hong Kong, the PRC, Singapore and the British Virgin Islands, and to personsconnected therewith. The Notes have not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the ‘‘Securities Act’’) or with any securities regulatory authority ofany state or other jurisdiction of the United States and may include Notes in bearer form that are subjectto US tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold, or, in thecase of Bearer Notes, delivered into or within the United States or, in the case of Notes offered or soldin reliance on Category 2 of Regulation S, to, or for the benefit of, US persons (as defined in RegulationS). For a description of certain restrictions on offers, sales and transfers of Notes and on the distributionof this Offering Circular, see ‘‘Subscription and Sale’’.

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This Offering Circular is to be read in conjunction with all documents which are deemed to beincorporated herein by reference (see ‘‘Information Incorporated by Reference’’). This Offering Circularshall be read and construed on the basis that such documents are incorporated and form part of thisOffering Circular.

Listing of the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the meritsof the Issuer, the Guarantor, the Group, the Notes or the Guarantee of the Notes. In making aninvestment decision, investors must rely on their own examination of the Issuer, the Guarantor, theGroup and the terms of the offering, including the merits and risks involved. See ‘‘Risk Factors’’ for adiscussion of certain factors to be considered in connection with an investment in the Notes.

No person has been authorised by the Issuer, the Guarantor or the Group to give any information or tomake any representation not contained in or not consistent with this Offering Circular or any otherdocument entered into in relation to the Programme and the sale of Notes and, if given or made, suchinformation or representation should not be relied upon as having been authorised by the Issuer, theGuarantor, the Group, any Arranger or any Dealer.

Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale ordelivery of any Note shall, in any circumstances, create any implication that the information containedin this Offering Circular is true subsequent to the date hereof or the date upon which this OfferingCircular has been most recently amended or supplemented or that there has been no adverse change, orany event reasonably likely to involve any adverse change, in the prospects or financial or tradingposition of the Issuer, the Guarantor or the Group since the date thereof or, if later, the date upon whichthis Offering Circular has been most recently amended or supplemented or that any other informationsupplied in connection with the Programme is correct at any time subsequent to the date on which it issupplied or, if different, the date indicated in the document containing the same.

Neither this Offering Circular nor any Pricing Supplement constitutes an offer or an invitation tosubscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer,the Guarantor, the Group, the Arrangers, the Dealers, or any director, officer, employee, agent oraffiliate of any such person or any of them that any recipient of this Offering Circular or any PricingSupplement should subscribe for or purchase any Notes. Each recipient of this Offering Circular or anyPricing Supplement shall be taken to have made its own investigation and appraisal of the condition(financial or otherwise) of the Issuer, the Guarantor and the Group.

The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time underthe Programme will not exceed US$4,000,000,000 (and for this purpose, any Notes denominated inanother currency shall be translated into US dollars at the date of the agreement to issue such Notescalculated in accordance with the provisions of the Dealer Agreement as defined under ‘‘Subscriptionand Sale’’). The maximum aggregate principal amount of Notes which may be outstanding andguaranteed at any one time under the Programme may be increased from time to time, subject tocompliance with the relevant provisions of the Dealer Agreement.

IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER ORDEALERS (IF ANY) NAMED AS STABILISATION MANAGER(S) (OR PERSONS ACTING ONBEHALF OF ANY STABILISATION MANAGER(S)) IN THE APPLICABLE PRICINGSUPPLEMENT MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEWTO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THANTHAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOTNECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THEDATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OFTHE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANYTIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THEISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE

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OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATIONACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANTSTABILISATION MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANYSTABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS ANDRULES.

None of the Arrangers, the Dealers or any Agents (as defined under ‘‘Terms and Conditions of theNotes’’) has separately verified the information contained in this Offering Circular. To the fullest extentpermitted by law, none of the Arrangers, the Dealers or any Agent or any director, officer, employee,agent or affiliate of any such person makes any representation, warranty or undertaking, express orimplied, or accepts any responsibility, with respect to the accuracy or completeness of any of theinformation in this Offering Circular. To the fullest extent permitted by law, none of the Arrangers, theDealers or any Agent or any director, officer, employee, agent or affiliate of any such person acceptsany responsibility for the contents of this Offering Circular or for any other statement made or purportedto be made by any Arranger, any Dealer, any Agent, or any director, officer, employee, agent or affiliateof any such person or on its behalf in connection with the Issuer, the Guarantor, the Group, the Notes,the Guarantee of the Notes or the issue and offering of the Notes. Each Arranger, each Dealer and eachAgent accordingly disclaim all and any liability whether arising in tort or contract or otherwise (save asreferred to above) which it might otherwise have in respect of this Offering Circular or any suchstatement.

This Offering Circular does not describe all of the risks and investment considerations (including thoserelating to each investor’s particular circumstances) of an investment in Notes of a particular issue. Eachpotential purchaser of Notes should refer to and consider carefully the relevant Pricing Supplement foreach particular issue of Notes, which may describe additional risks and investment considerationsassociated with such Notes. The risks and investment considerations identified in this Offering Circularand the applicable Pricing Supplement are provided as general information only. Investors shouldconsult their own financial and legal advisers as to the risks and investment considerations arising froman investment in an issue of Notes and should possess the appropriate resources to analyse suchinvestment and the suitability of such investment in their particular circumstances.

Neither this Offering Circular nor any other information provided or incorporated by reference inconnection with the Programme are intended to provide the basis of any credit or other evaluation andshould not be considered as a recommendation by any of the Issuer, the Guarantor, the Group, theArrangers or the Dealers, or any director, officer, employee, agent or affiliate of any such person thatany recipient, of this Offering Circular or of any such information, should purchase the Notes. Eachpotential purchaser of Notes should make its own independent investigation of the financial conditionand affairs, and its own appraisal of the creditworthiness, of the Issuer, the Guarantor and the Group.Each potential purchaser of Notes should determine for itself the relevance of the information containedin this Offering Circular and its purchase of Notes should be based upon such investigation as it deemsnecessary. None of the Arrangers, the Dealers or the Agents or any agent or affiliate of any such personundertakes to review the financial condition or affairs of the Issuer, the Guarantor or the Group duringthe life of the arrangements contemplated by this Offering Circular nor to advise any investor orpotential investor in the Notes of any information coming to the attention of any of the Arrangers, theDealers, the Agents or any of them.

PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES ANDFUTURES ACT (CHAPTER 289) OF SINGAPORE. The Pricing Supplement in respect of any Notesmay include a legend entitled ‘‘Singapore Securities and Futures Act Product Classification’’ which willstate the product classification of the Notes pursuant to section 309B(1) of the Securities and FuturesAct (Chapter 289) of Singapore (the ‘‘SFA’’). The Issuer will make a determination in relation to eachissue about the classification of the Notes being offered for purposes of section 309B(1)(a) of the SFA.Any such legend included on the relevant Pricing Supplement will constitute notice to ‘‘relevantpersons’’ for purposes of section 309B(1)(c) of the SFA.

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MiFID II product governance/target market – The Pricing Supplement in respect of any Notes mayinclude a legend entitled ‘‘MiFID II Product Governance’’ which will outline the target marketassessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Anyperson subsequently offering, selling or recommending the Notes (a ‘‘distributor’’) should take intoconsideration the target market assessment; however, a distributor subject to MiFID II is responsible forundertaking its own target market assessment in respect of the Notes (by either adopting or refining thetarget market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFIDProduct Governance rules under EU Delegated Directive 2017/593 (the ‘‘MiFID Product GovernanceRules’’), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwiseneither the Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for thepurpose of the MiFID Product Governance Rules.

UK MiFIR product governance/target market – The Pricing Supplement in respect of any Notes mayinclude a legend entitled ‘‘UK MiFIR Product Governance’’ which will outline the target marketassessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Anyperson subsequently offering, selling or recommending the Notes (a ‘‘distributor’’) should take intoconsideration the target market assessment; however, a distributor subject to the FCA Handbook ProductIntervention and Product Governance Sourcebook (the ‘‘UK MiFIR Product Governance Rules’’) isresponsible for undertaking its own target market assessment in respect of the Notes (by either adoptingor refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIRProduct Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of suchNotes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be amanufacturer for the purpose of the UK MIFIR Product Governance Rules.

IMPORTANT – EEA RETAIL INVESTORS – If the Pricing Supplement in respect of any Notesincludes a legend entitled ‘‘Prohibition of Sales to EEA Retail Investors’’, the Notes are not intended tobe offered, sold or otherwise made available to and, should not be offered, sold or otherwise madeavailable to any retail investor in the EEA. For these purposes, a retail investor means a person who isone (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customerwithin the meaning of the Insurance Distribution Directive, where that customer would not qualify as aprofessional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor asdefined in the Prospectus Regulation. Consequently no key information document required by PRIIPsRegulation for offering or selling the Notes or otherwise making them available to retail investors in theEEA has been prepared and therefore offering or selling the relevant Tranche of Notes or otherwisemaking them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

UK PRIIPs/IMPORTANT -UK RETAIL INVESTORS – If the Pricing Supplement in respect of anyNotes includes a legend entitled ‘‘Prohibition of Sales to UK Retail Investors’’, the Notes are notintended to be offered, sold or otherwise made available to and should not be offered, sold or otherwisemade available to any retail investor in the United Kingdom (‘‘UK’’). For these purposes, a retailinvestor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union(Withdrawal) Act 2018 (‘‘EUWA’’); or (ii) a customer within the meaning of the provisions of theFinancial Services and Markets Act 2000 (‘‘FSMA’’) and any rules or regulations made under the FSMAto implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, asdefined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law byvirtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key informationdocument required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of theEUWA (the ‘‘UK PRIIPs Regulation’’) for offering or selling the Notes or otherwise making them

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available to retail investors in the UK has been prepared and therefore offering or selling the Notes orotherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPsRegulation.

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PRESENTATION OF INFORMATION

In this Offering Circular, where information has been presented in thousands, millions or billions ofunits, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbersin tables may not be equal to the apparent total of the individual items and actual numbers may differfrom those contained herein due to rounding.

In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to‘‘US$’’ and to ‘‘US dollars’’ are to United States dollars; all references to ‘‘HK$’’ and ‘‘Hong Kongdollars’’ are to Hong Kong dollars; all references to ‘‘pounds sterling’’ and ‘‘£’’ are to the currency ofthe United Kingdom; all references to ‘‘euro’’ and ‘‘€’’ are to the currency introduced at the start of thethird stage of European economic and monetary union, and as defined in Article 2 of CouncilRegulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro as amended; all references to‘‘S$’’ are to Singapore dollars; all references to ‘‘yen’’ are to Japanese yen; all references to‘‘Renminbi’’, ‘‘RMB’’ ‘‘Chinese Yuan’’ and ‘‘RMB’’ are to the currency of the PRC; all references to‘‘United States’’ or ‘‘US’’ are to the United States of America; references to ‘‘China", ‘‘MainlandChina’’ and the ‘‘PRC’’ in this Offering Circular mean the People’s Republic of China and forgeographical reference only (unless otherwise stated) exclude Taiwan, Macau and Hong Kong;references to ‘‘PRC Government’’ mean the government of the PRC; references to ‘‘Hong Kong’’ are tothe Hong Kong Special Administrative Region of the People’s Republic of China; references to‘‘Macau’’ are to the Macau Special Administrative Region of the People’s Republic of China; and allreferences to ‘‘United Kingdom’’ are to the United Kingdom of Great Britain and Northern Ireland.

In this Offering Circular, the term the ‘‘Guarantor’’ and words of similar import refer to ICBCInternational Holdings Limited and its consolidated subsidiaries, as the context requires. The term‘‘ICBC’’ refers to Industrial and Commercial Bank of China Limited and the term ‘‘ICBC Group’’refers to Industrial and Commercial Bank of China Limited and its consolidated subsidiaries, as thecontext requires.

The Guarantor’s audited consolidated financial statements as at and for the year ended 31 December2019 and 31 December 2020, which are included elsewhere in this Offering Circular, have beenprepared and presented in accordance with the Hong Kong Financial Reporting Standards (‘‘HKFRS’’).The financial information for the year ended 31 December 2018 included in this Offering Circular hasbeen derived from the Guarantor’s financial statements as at and for the year ended 31 December 2019included elsewhere in this Offering Circular, and the financial information for the years ended 31December 2019 and 2020 included in this Offering Circular has been derived from the Guarantor’sfinancial statements as at and for the year ended 31 December 2020 included elsewhere in this OfferingCircular.

The Guarantor has initially applied HKFRS 16 (Leases) as from 1 January 2019. The Guarantor haselected to use the modified retrospective approach and has therefore recognised the cumulative effect ofinitial application as an adjustment to the opening balance of equity at 1 January 2019. Comparativeinformation for previous financial years has not been restated and continues to be reported under theprevious HKAS 17 (Leases) accounting standard. Please refer to note 2.3 (Changes in accountingpolicies) to the consolidated financial statements of the Guarantor as at and for the year ended 31December 2019 for details. Investors must therefore exercise caution when making comparisons of anyfinancial figures after 1 January 2019 against the Guarantor’s historical financial figures prior to 1January 2019 and when evaluating the Guarantor’s financial condition and results of operations. None ofthe Arrangers, the Dealers or the Agents or any of their respective affiliates, directors or advisors makesany representation or warranty, express or implied, regarding the sufficiency of such financialinformation of the Group for an assessment of, and potential investors must exercise caution when usingsuch data to evaluate, the Group’s financial condition and results of operations.

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FORWARD LOOKING STATEMENTS

Certain statements under ‘‘Risk Factors’’ and elsewhere in this Offering Circular constitute ‘‘forwardlooking statements’’. The words including ‘‘believe’’, ‘‘intend’’, ‘‘expect’’, ‘‘plan’’, ‘‘anticipate’’,‘‘schedule’’, ‘‘estimate’’ and similar words or expressions identify forward looking statements. Inaddition, all statements other than statements of historical facts included in this Offering Circular,including, but without limitation, those regarding the financial position, business strategy, prospects,capital expenditure and investment plans of the Guarantor or the Group and the plans and objectives ofthe management of the Guarantor and the Group for its future operations (including development plansand objectives relating to the Guarantor’s or the Group’s operations), are forward looking statements.Such forward looking statements involve known and unknown risks, uncertainties and other factorswhich may cause actual results or performance of the Guarantor or the Group to differ materially fromthose expressed or implied by such forward looking statements. Such forward looking statements arebased on numerous assumptions regarding the Guarantor’s and the Group’s present and future businessstrategies of the Guarantor and the Group and the environment in which the Guarantor or the Group willoperate in the future. The Issuer, the Guarantor and the Group expressly disclaim any obligation orundertaking to release any updates or revisions to any forward looking statements contained herein toreflect any change in the Issuer’s, the Guarantor’s or the Group’s expectations with regard thereto or anychange of events, conditions or circumstances, on which any such statements were based. This OfferingCircular discloses, under ‘‘Risk Factors’’ and elsewhere, important factors that could cause actual resultsto differ materially from the Issuer’s or the Guarantor’s expectations. All subsequent written and forwardlooking statements attributable to the Issuer, the Guarantor or persons acting on behalf of the Issuer orthe Guarantor are expressly qualified in their entirety by such cautionary statements.

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INFORMATION INCORPORATED BY REFERENCE

This Offering Circular should be read and construed in conjunction with each relevant PricingSupplement and all amendments and supplements from time to time to this Offering Circular, whichshall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall bedeemed to modify or supersede the contents of this Offering Circular to the extent that a statementcontained in any such document is inconsistent with such contents.

Any statement contained herein or in a document which is deemed to be incorporated by referenceherein shall be deemed to be modified or superseded for the purpose of this Offering Circular to theextent that a statement contained in any such subsequent document which is deemed to be incorporatedby reference herein modifies or supersedes such earlier statement (whether expressly, by implication orotherwise). Any statement so modified or superseded shall not be deemed, except as so modified orsuperseded, to constitute a part of this Offering Circular.

Copies of all such documents which are incorporated by reference in, and to form part of, this OfferingCircular will be available free of charge during usual business hours on any weekday (Saturdays andpublic holidays excepted) from the specified offices of the Paying Agents (as defined under ‘‘Terms andConditions of the Notes’’) and the principal office in Hong Kong of the Fiscal Agent (as defined under‘‘Summary of the Programme’’) (or such other Paying Agent for the time being in Hong Kong) set out atthe end of this Offering Circular.

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CONTENTS

Page

SUMMARY OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SUMMARY FINANCIAL INFORMATION OF THE GUARANTOR . . . . . . . . . . . . . . . . . . . . . 6

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

FORM OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM . 110

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

DESCRIPTION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

DIRECTORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

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SUMMARY OF THE PROGRAMME

This summary must be read as an introduction to this Offering Circular and any decision to invest inthe Notes should be based on a consideration of the Offering Circular as a whole, including anyinformation incorporated by reference. Words and expressions defined in the ‘‘Terms and Conditions ofthe Notes’’ below or elsewhere in this Offering Circular have the same meanings in this summary.

Issuer . . . . . . . . . . . . . . Horse Gallop Finance Limited.

Issuer Legal EntityIdentifier (LEI). . . . . . 5493005LA8SD8BDUW128

Guarantor . . . . . . . . . . . ICBC International Holdings Limited.

Description . . . . . . . . . . Medium Term Note Programme.

Programme Size . . . . . . . Up to US$4,000,000,000 (or the equivalent in other currencies calculatedas described in the Dealer Agreement) aggregate nominal amount of Notesoutstanding at any time. The Issuer and the Guarantor may increase theamount of the Programme in accordance with the terms of the DealerAgreement.

Risk Factors . . . . . . . . . Investing in Notes issued under the Programme involves certain risks. Theprincipal risk factors that may affect the abilities of the Issuer and theGuarantor in fulfilling their respective obligations in respect of the Notesand the Guarantee of the Notes are discussed under the section ‘‘RiskFactors’’ below.

Arrangers . . . . . . . . . . . ICBC International Securities Limited, Industrial and Commercial Bank ofChina (Asia) Limited and The Hongkong and Shanghai BankingCorporation Limited.

Dealers . . . . . . . . . . . . . ICBC International Securities Limited, Industrial and Commercial Bank ofChina (Asia) Limited, The Hongkong and Shanghai Banking CorporationLimited and any other Dealer appointed from time to time by the Issuerand the Guarantor either generally in respect of the Programme or inrelation to a particular Tranche of Notes.

Issuing and Paying Agentand Transfer Agent. . . Industrial and Commercial Bank of China (Asia) Limited.

Fiscal Agent . . . . . . . . . Industrial and Commercial Bank of China (Asia) Limited.

CMU Lodging and PayingAgent and Registrar . . Industrial and Commercial Bank of China (Asia) Limited.

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Method of Issue . . . . . . . The Notes will be issued on a syndicated or non syndicated basis. TheNotes will be issued in series (each a ‘‘Series’’) having one or more issuedates and on terms otherwise identical (or identical other than in respectof the first payment of interest), the Notes of each Series being intendedto be interchangeable with all other Notes of that Series. Each Series maybe issued in one or more tranches (each a ‘‘Tranche’’) on the same ordifferent issue dates. The specific terms of each Tranche (which will becompleted, where necessary, with the relevant terms and conditions and,save in respect of the issue date, issue price, first payment date of interestand nominal amount of the Tranche, will be identical to the terms of otherTranches of the same Series) will be completed in the PricingSupplement.

Clearing Systems . . . . . . Euroclear, Clearstream and/or the CMU and, in relation to any Tranche,such other clearing system as may be agreed between the Issuer of Notesand the relevant Dealer.

Form of Notes . . . . . . . . Notes may be issued in bearer form or in registered form. RegisteredNotes will not be exchangeable for Bearer Notes and vice versa.

Each Tranche of Bearer Notes will initially be in the form of either aTemporary Global Note or a Permanent Global Note, in each case asspecified in the relevant Pricing Supplement.

Each Global Note will be deposited on or around the relevant issue datewith a common depositary or sub-custodian for Euroclear, Clearstreamand/or as the case may be, the CMU and/or any other relevant clearingsystem. Each Temporary Global Note will be exchangeable for aPermanent Global Note or, if so specified in the relevant PricingSupplement, for Definitive Notes. If the TEFRA D Rules are specified inthe relevant Pricing Supplement as applicable, certification as to non-USbeneficial ownership will be a condition precedent to any exchange of aninterest in a Temporary Global Note or receipt of any payment of interestin respect of a Temporary Global Note. Each Permanent Global Note willbe exchangeable for Definitive Notes in accordance with its terms.Definitive Notes will, if interest bearing, have Coupons attached and, ifappropriate, a Talon for further Coupons. Registered Notes will initiallybe represented by Registered Global Notes. Registered Global Notesrepresenting Registered Notes will be registered in the name of a nomineefor one or more of Euroclear, Clearstream and the CMU.

Currencies . . . . . . . . . . . Notes may be denominated in any currency or currencies, subject tocompliance with all applicable legal and/or regulatory and/or central bankrequirements. Payments in respect of Notes may, subject to suchcompliance, be made in and/or linked to, any currency or currencies otherthan the currency in which such Notes are denominated.

Status of the Notes . . . . . The Notes constitute senior, direct, general, unsubordinated, (subject toprovisions in Condition 5(a) of the Terms and Conditions of the Notes)unsecured and unconditional obligations of the Issuer which will at alltimes rank pari passu among themselves and at least pari passu with allother present and future unsubordinated and unsecured obligations of theIssuer, save for such obligations as may be preferred by provisions of lawthat are both mandatory and of general application.

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Status of the Guaranteeof the Notes . . . . . . . . The Guarantee of the Notes constitutes senior, direct, general,

unsubordinated, (subject to provisions in Condition 5(a) of the Terms andConditions of the Notes) unsecured and unconditional obligations of theGuarantor which will at all times rank at least pari passu with all otherpresent and future unsubordinated and unsecured obligations of theGuarantor, save for such obligations as may be preferred by provisions oflaw that are both mandatory and of general application.

Issue Price . . . . . . . . . . . Notes may be issued at their nominal amount or at a discount or premiumto their nominal amount. Partly Paid Notes may be issued, the issue priceof which will be payable in two or more instalments.

Maturities . . . . . . . . . . . Any maturity, subject, in relation to specific currencies, to compliancewith all applicable legal and/or regulatory and/or central bankrequirements.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds of theissue are accepted in the United Kingdom, constitute deposits for thepurposes of the prohibition on accepting deposits contained in section 19of the Financial Services and Markets Act 2000 (‘‘FSMA’’) unless theyare issued to a limited class of professional investors and have adenomination of at least £100,000 or its equivalent, see ‘‘Subscription andSale’’.

Redemption . . . . . . . . . . Notes may be redeemable at par or at such other Redemption Amount(detailed in a formula, index or otherwise) as may be specified in therelevant Pricing Supplement. Notes may also be redeemable in two ormore instalments on such dates and in such manner as may be specified inthe relevant Pricing Supplement.

Optional Redemption . . . Notes may be redeemed before their stated maturity at the option of theIssuer (either in whole or in part) and/or the Noteholders to the extent (ifat all) specified in the relevant Pricing Supplement.

Redemption for Changeof Control . . . . . . . . . At any time following the occurrence of a Change of Control (as defined

in the Terms and Conditions of the Notes), the holder of each Note willhave the right, at such holder’s option, to require the Issuer to redeem all,but not some only, of such holder’s Notes on the Put Settlement Date at aredemption price equal to the Early Redemption Amount (Change ofControl), together with interest accrued to such Put Settlement Date, asfurther described in Condition 10(e) of the Terms and Conditions of theNotes.

Redemption for taxreasons . . . . . . . . . . . Except as described in ‘‘Optional Redemption’’ above, early redemption

will only be permitted for tax reasons as described in Condition 10(b)(Redemption for tax reasons).

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Interest . . . . . . . . . . . . . Notes may be interest bearing or non-interest bearing. Interest (if any)may accrue at a fixed rate, floating rate, other variable rate or be indexlinked and the method of calculating interest may vary between the issuedate and the maturity date of the relevant Series. All such informationwill be set out in the relevant Pricing Supplement.

BenchmarkDiscontinuation. . . . . . See Condition 7(f) (Benchmark Replacement for Notes) (other than Notes

where the Reference Rate is specified as being SOFR Benchmark) andCondition 7(g) (Benchmark Replacement (SOFR Benchmark)).

Denominations . . . . . . . . Notes will be issued in such denominations as may be specified in therelevant Pricing Supplement, subject to compliance with all applicablelegal and/or regulatory and/or central bank requirements.

Events of Default . . . . . . The Notes will contain certain events of default provisions, including across-default provision as further described in Condition 14 (Events ofDefault).

Withholding Tax . . . . . . All payments of principal and interest in respect of Notes and theGuarantee of the Notes will be made free and clear of withholding ordeduction for or on account of, any present or future taxes, duties,assessments or governmental charges of whatever nature imposed, levied,collected, withheld or assessed by or on behalf of the British VirginIslands, the PRC or Hong Kong or any political subdivision therein or anyauthority therein or thereof having power to tax, unless the withholding ordeduction is required by law. In that event, the Issuer or (as the case maybe) the Guarantor will (subject to certain customary exceptions asdescribed in Condition 13 (Taxation)) pay such additional amounts aswill result in the Noteholders receiving such amounts as they would havereceived in respect of such Notes or, as the case may be, the Guarantee ofthe Notes, had no such withholding or deduction been required.

Listing and Trading . . . . Application will be made to the Hong Kong Stock Exchange for thelisting of the Programme under which Notes may be issued during the12‑month period after the date of this Offering Circular on the HongKong Stock Exchange by way of debt issues to Professional Investorsonly.

Notes listed on the Hong Kong Stock Exchange will be traded on theHong Kong Stock Exchange in a board lot size of at least HK$500,000(or its equivalent in other currencies).

Separate application will be made for the listing of the Notes on the HongKong Stock Exchange. However, unlisted Notes and Notes to be listed,traded or quoted on or by any other competent authority, stock exchangeor quotation system may be issued pursuant to the Programme. Therelevant Pricing Supplement in respect of the issue of any Notes willspecify whether or not such Notes will be listed on the Hong Kong StockExchange or listed, traded or quoted on or by any other competentauthority, exchange or quotation system.

Governing Law . . . . . . . English law.

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Ratings . . . . . . . . . . . . . The Programme is expected to be assigned ratings of ‘‘A2’’ by Moody’sand ‘‘A-’’ by S&P. Tranches of Notes will be rated or unrated. Where aTranche of Notes is to be rated, such rating will be specified in therelevant Pricing Supplement.

A credit rating is not a recommendation to buy, sell or hold securities andmay be subject to revision, suspension and withdrawal at any time by therelevant rating organisation.

Selling Restrictions . . . . For a description of certain restrictions on offers, sales and deliveries ofNotes and on the distribution of offering material in the United States ofAmerica, the European Economic Area, the United Kingdom, Japan, HongKong, the PRC, Singapore and the British Virgin Islands, see‘‘Subscription and Sale’’ below.

Initial Delivery of Notes . On or before the issue date for each Tranche, the Global Noterepresenting Bearer Notes or the Global Certificate representingRegistered Notes may be deposited with a common depositary forEuroclear and Clearstream or deposited with a sub-custodian for theCMU or any other clearing system or may be delivered outside anyclearing system provided that the method of such delivery has beenagreed in advance by the Issuer, the Fiscal Agent and the relevantDealers. Registered Notes that are to be credited to one or more clearingsystems on issue will be registered in the name of, or in the name of anominee or a sub-custodian for, such clearing systems.

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SUMMARY FINANCIAL INFORMATION OF THE GUARANTOR

The summary consolidated financial information as at and for the year ended 31 December 2018 setforth below is derived from the Guarantor’s audited consolidated financial statements as at and for theyear ended 31 December 2019. The summary consolidated financial information as at and for the yearsended 31 December 2019 and 2020 set forth below is derived from the Guarantor’s auditedconsolidated financial statements as at and for the year ended 31 December 2020. These auditedconsolidated financial statements have been audited by KPMG, the independent auditor of theGuarantor, and included elsewhere in this Offering Circular. Historical results of the Guarantor are notnecessarily indicative of results that may be achieved for any future period.

The Guarantor’s audited consolidated financial statements as at and for the years ended 31 December2019 and 2020 were prepared and presented in accordance with HKFRS. The summary consolidatedfinancial statements as set forth below should be read in conjunction with, and is qualified in theirentirety by reference to, the relevant consolidated financial statements of the Guarantor and the notesthereto included elsewhere in this Offering Circular.

The Guarantor has initially applied HKFRS 16 (Leases) as from 1 January 2019. The Guarantor haselected to use the modified retrospective approach and has therefore recognised the cumulative effect ofinitial application as an adjustment to the opening balance of equity at 1 January 2019. Comparativeinformation for previous financial years has not been restated and continues to be reported under theprevious HKAS 17 (Leases) accounting standard. Please refer to note 2.3 (Changes in accountingpolicies) to the consolidated financial statements of the Guarantor as at and for the year ended 31December 2019 for details. Investors must therefore exercise caution when making comparisons of anyfinancial figures after 1 January 2019 against the Guarantor’s historical financial figures prior to 1January 2019 and when evaluating the Guarantor’s financial condition and results of operations.

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 December

2018(1) 2019 2020

HK$’000 HK$’000 HK$’000Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,278,294 3,760,918 3,494,650Other net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 422,156 1,582,786 2,172,602

3,732,122 5,343,704 5,667,252

Staff costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (736,417) (819,835) (1,012,001)Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (341,636) (631,644) (1,100,779)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,608,514) (1,941,952) (1,515,292)

Net charge of expected credit loss . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,672 (59,247) (92,517)

(2,686,567) (3,452,678) (3,720,589)

1,045,555 1,891,026 1,946,663Share of profits of joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,685 37,066 180,459Share of profits/(losses) of associates . . . . . . . . . . . . . . . . . . . . . . . . . 344,128 (57,332) 187,230

Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,615,368 1,870,760 2,314,352Tax charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92,078) (320,144) (382,579)

Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,523,290 1,550,616 1,931,773

Attributable to:Equity shareholders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . 1,497,550 1,550,616 1,931,751Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,740 - 22

Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,523,290 1,550,616 1,931,773

Other comprehensive incomeItems that would not be reclassified to profit or loss:Financial assets at fair value through other comprehensive income

(FVOCI) investments:Change in fair value of FVOCI investments . . . . . . . . . . . . . . . . . . . . – (11,284) 3,870

– (11,284) 3,870

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For the year ended 31 December

2018(1) 2019 2020

HK$’000 HK$’000 HK$’000Items that may be reclassified subsequently to profit or lossFinancial assets at fair value through other comprehensive income

(FVOCI) investments:Change in fair value of FVOCI investments . . . . . . . . . . . . . . . . . . . . (986,796) 610,304 115,007Transfer from FVOCI investment revaluation reserve to profit or loss on

disposal of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,208 32,849 (20,284)Expected credit loss on FVOCI investments . . . . . . . . . . . . . . . . . . . . (24,536) 15,432 50,358Deferred tax effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,207 (124,126) (23,849)

(845,917) 534,459 120,692Hedging reserve:Cash flow hedge: net movement in the hedging reserve . . . . . . . . . . . . (31,343) (60,991) 21,067Deferred tax effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – – 11,760

(31,343) (60,991) 32,827

Exchange differences on translation of foreign operations . . . . . . . . . . . (17,744) (21,290) 29,912

Other comprehensive income for the year, net of tax . . . . . . . . . . . . (895,004) 440,894 187,301

Total comprehensive income for the year . . . . . . . . . . . . . . . . . . . . . 628,286 1,991,510 2,119,074

Attributable to:Equity shareholders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . 602,546 1,991,500 2,119,052Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,740 10 22

Total comprehensive income for the year . . . . . . . . . . . . . . . . . . . . . 628,286 1,991,510 2,119,074

(1) The Guarantor has initially applied HKFRS 16 (Leases) at 1 January 2019 using the modified retrospective approach. Underthis approach, the comparative information for previous financial years is not restated and continues to be reported under theprevious HKAS 17 (Leases) accounting standard. Please refer to note 2.3 (Changes in accounting policies) to theconsolidated financial statements of the Guarantor as at and for the year ended 31 December 2019 for details.

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Consolidated statement of financial position

For the year ended 31 December

2018(1) 2019 2020

HK$’000 HK$’000 HK$’000ASSETSCash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,166,863 4,506,578 8,383,092Term deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,624,397 6,900,577 7,433,923Accounts receivable arising from the ordinary course of business of

dealing in securities, futures and options contracts . . . . . . . . . . . . . . 4,692,134 4,277,254 4,190,803Financial assets at fair value through profit or loss . . . . . . . . . . . . . . . . 14,465,103 16,738,494 13,201,414Financial assets at fair value through other comprehensive income . . . . . 9,083,680 10,213,384 9,453,512Derivative financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,159 1,629 77,345Financial assets purchased under resell agreement . . . . . . . . . . . . . . . . – – 177,032Prepayments, deposits and other receivables . . . . . . . . . . . . . . . . . . . . 2,009,297 1,380,004 1,556,017Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,992 79,710 209,497Loans receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,337,460 15,584,710 10,930,293Investments in joint ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,351,949 6,005,973 5,996,960Investments in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,368,349 965,784 682,489Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,521 159,962 554,683Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,356 5,902 23,981Tax recoverable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – 13,309 24,475Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197,221 66,726 100,346

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,443,481 66,899,996 62,995,862

LIABILITIESBank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,844,731 36,126,283 27,465,027Financial assets sold under repurchase agreements . . . . . . . . . . . . . . . . 1,299,589 570,186 924,120Medium-term notes and fixed rate notes payable . . . . . . . . . . . . . . . . . 16,006,326 15,955,046 16,259,693Accounts payable arising from the ordinary course of business of

dealing in securities, futures and options contracts . . . . . . . . . . . . . . 41,196 565,390 664,435Financial liabilities at fair value through profit or loss . . . . . . . . . . . . . 661,913 527,363 682,014Derivative financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,332 94,208 168,044Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – 117,597 509,859Other payables and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,554,172 1,657,288 2,762,945Tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176,674 316,700 247,803Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,220 267,765 490,678

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,725,153 56,197,826 50,174,618

EQUITYShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,881,851 4,881,851 4,881,851Retained profits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,453,710 5,996,724 7,928,475Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (685,339) (244,521) (57,220)

Total equity attributable to equity shareholders of the Company . . . . . . . 8,650,222 10,634,054 12,753,106Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,106 68,116 68,138

TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,718,328 10,702,170 12,821,244

TOTAL EQUITY AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . 64,443,481 66,899,996 62,995,862

(1) The Guarantor has initially applied HKFRS 16 (Leases) at 1 January 2019 using the modified retrospective approach Underthis approach, the comparative information for previous financial years is not restated and continues to be reported under theprevious HKAS 17 (Leases) accounting standard. Please refer to note 2.3 (Changes in accounting policies) to theconsolidated financial statements of the Guarantor as at and for the year ended 31 December 2019 for details.

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RISK FACTORS

Any investment in the Notes issued under the Programme is subject to a number of risks. Prior tomaking any investment decision, potential investors should consider carefully all of the information inthis Offering Circular, including but not limited to the risks and uncertainties described below. Thefollowing factors are contingencies which may or may not occur and neither the Issuer nor theGuarantor are in a position to express a view on the likelihood of any such contingency occurring. Anyof the risks or uncertainties described below, as well as additional risks or uncertainties, includingthose which are not currently known to the Issuer or the Guarantor or which the Issuer or theGuarantor currently deems to be immaterial, may affect the Issuer’s, the Guarantor’s or the Group’sbusiness, financial condition or results of operations of the Group or the Issuer’s or the Guarantor’sability to fulfil its obligations under the Notes or the Guarantee respectively.

Each of the Issuer and the Guarantor believes that the factors described below represent the principalrisks inherent in investing in Notes issued under the Programme, but the inability of the Issuer or theGuarantor to pay interest, principal or other amounts on or in connection with any Notes may occur forother reasons and neither the Issuer nor the Guarantor represent that the statements below regardingthe risks of holding any Notes are exhaustive. Prospective investors should also read the detailedinformation set out elsewhere in this Offering Circular (including any documents incorporated byreference herein) and reach their own views prior to making any investment decision.

RISKS RELATING TO THE GROUP’S BUSINESSES

The Group is a wholly-owned subsidiary of the ICBC Group and the Group’s businesses strategiesand systems are reliant on the support from, and its relationships with, the ICBC Group.

A significant proportion of the Group’s business opportunities originate from taking advantage of theglobal network and financial support of the ICBC Group including capital injections, intra-group lendingand guarantees (see ‘‘Description of the Group – Competitive Strengths – Strong support from the ICBCGroup’’). Whilst the Group conducts business with a variety of clients across different markets andplans to continue to diversify its client base across its business lines, in some areas its business is basedon the relationships it has built through clients and resources shared by the ICBC Group, and marketingalongside and collaborating with the ICBC Group. Furthermore, as at the date of this Offering Circular,the ICBC Group places particular focus on the Group in the ICBC Group’s overall growth strategy,including integrating the Group in the ICBC Group’s development plans and allowing the Group tocooperate with the ICBC Group in the expansion of its various businesses, client relationships andinvestment opportunities. In the event that the ICBC Group places less emphasis on the Group orchanges its strategy, this could impact the Group’s relationship with its clients and have a materialadverse effect on the Group’s business, revenue, fee income, results of operations and financialcondition.

Furthermore, as the Group reports to the ICBC Group for approvals in relation to its annual investmentstrategies and formulates its various risk management measures and internal systems based on the ICBCGroup’s policies, the ICBC Group has significant influence and control over the systems, operations,governance and strategy of the Group. This may restrict or delay the Group’s individual businessmanagement or strategy which may adversely affect its financial performance and operation. The ICBCGroup is also responsible for the appointment and removal of the Board of Directors. The ICBC Grouphas, and will have, significant control over the management and overall operation of the Group, and anydecisions it makes will have regard to various factors, including the overall interests of the ICBC Group.In addition, as the Group shares a risk management and internal system with the ICBC Group, anyfailure of those systems may in turn have a material and adverse impact on the Group’s own internalsystems.

9

The Group’s business, financial condition, results of operations, prospects and ability to accessliquidity could be materially and adversely affected by macroeconomic and political risks.

The Group’s business, financial condition, results of operations, prospects and ability to access liquiditymay be impacted by macroeconomic and political risks. In particular, the Group’s business is highlydependent on economic and market conditions in the PRC and Hong Kong, which in turn may beaffected by global market conditions. Uncertain economic conditions, volatility and disruptions in globalcapital markets, such as those that occurred during the 2008 global financial crisis and the ongoingCOVID-19 pandemic, can have a material adverse effect on the Group. In addition, significant volatilityin PRC stock markets (such as during the second half of 2015 and the beginning of 2016) has also had asignificant impact on global markets, and in particular the Hong Kong stock market due to its increasingfinancial reliance on the PRC. Further, in March 2016, both Standard & Poor’s Rating Services andMoody’s Investors Service, Inc., changed the outlook of PRC’s sovereign rating from stable to negative.On 24 May 2017, Moody’s downgraded PRC’s long-term local currency and foreign currency issuerratings from ‘‘Aa3’’ to ‘‘A1’’ and changed the outlook from negative to stable. On 21 September 2017,Standard & Poor’s downgraded PRC’s long-term sovereign credit ratings to ‘‘A+’’ from ‘‘AA-’’. Thesehighlight the country’s surging debt burden and questioned the government’s ability to enact reforms.

The economic recovery since the 2008 global financial crisis has been slow, with economic growth ratesin major economies such as Europe, the United States, Japan and the PRC generally remainingpersistently lower than pre-crisis levels. Moreover, there are on-going concerns about Europeansovereign debt levels and the consequences for economic growth and investor confidence in theEurozone, the prolonged period of uncertainty around the exit of the United Kingdom from theEuropean Union (‘‘Brexit’’), the China and United States trade wars, the political gridlock in the UnitedStates over government spending and debt levels and the consequences for economic growth andinvestor confidence in the United States. On 31 January 2020, the United Kingdom officially exited theEuropean Union following the UK-EU Withdrawal Agreement signed in October 2019. In December2020, the United Kingdom, the European Union and the European Atomic Energy Communityconcluded the EU-UK Trade and Cooperation Agreement (the ‘‘TCA’’), which applied from 1 January2021 and following a decision by the Council of the European Union, was ratified and entered into forceon 1 May 2021. However, the TCA is limited in its scope to primarily the trade of goods, transport,energy links and fishing, and uncertainties remain relating to certain aspects of the UK’s futureeconomic, trading and legal relationships with the EU and with other countries. Given the lack ofprecedent, the effect of Brexit remains uncertain, and Brexit has and may continue to create negativeeconomic impact and increase volatility in the global market.

In addition, during 2018 and 2019, the US government imposed tariffs on Chinese imports, which thenled the PRC to retaliate with tariffs on US imports. Whilst the US government and the PRC governmenthave entered into a ‘‘phase one’’ trade agreement in early 2020, the effect of previously imposed tariffson the economy of the PRC and the US may result in long-term structural shifts to the economies ofboth countries. It also remains to be seen whether the ‘‘phase one’’ trade agreement will be abided byboth governments and successfully reduce trade tensions, in particular with respect to the recentpandemic-triggered disagreement among the PRC and the US. If either government violates the ‘‘phaseone’’ trade agreement, it is likely that enforcement actions will be taken and trade tensions will escalate.Any further significant falls or increased volatility and instability may further impact global capitalmarkets, potentially making it more difficult for the Group to access financing or impacting the Group’sclients’ interest in products and services, as well as the health of their businesses generally.

On 11 March 2020, the World Health Organisation declared COVID-19 as a global pandemic. TheCOVID-19 pandemic has resulted in many countries, including China, Japan, the United States,members of the European Union and the United Kingdom, declaring a state of emergency and imposingextensive business and travel restrictions with a view to contain the pandemic. Widespread reductions inconsumption, industrial production and business activities arising from the COVID-19 pandemic hadsignificantly disrupted the global economy and global markets. In addition, COVID-19 has led tosignificant volatility in global markets across all asset classes, including stocks, bonds, oil and other

10

commodities, and this volatility may persist for some time. In early 2021, vaccination programmes havebeen rolled out in various countries, including the United States, China, the EU and UK. However, theeffect of the vaccination programmes on the COVID-19 pandemic remains uncertain, and manycountries, including India, are experiencing another wave of the COVID-19 pandemic, and in somecases new variants of COVID-19 could be more contagious. As the COVID-19 pandemic continues toadversely affect business activities globally, governments and central banks across the world haveintroduced or are planning fiscal and monetary stimulus measures including direct subsidies, tax cuts,interest rates cuts, quantitative easing programmes and suspension or relaxation of prudential bankcapital requirements. These measures aim to contain the economic impact of the COVID-19 pandemic,stabilise the capital markets and provide liquidity easing to the markets. In addition, PRC regulatorshave promulgated a series of measures to encourage PRC financial institutions to increase financialsupport to businesses and consumers to combat the challenges arising from the COVID-19 pandemic.

The outlook for the world economy and financial markets in 2021 and beyond remains uncertain. Fromtime to time, the PRC and other countries may adopt, adjust or withdraw their macroeconomic measures,monetary policies and economic stimulus packages, which further increases the difficulty in predictingthe outlook for the world economy and financial markets in the short to medium term. Economicconditions in the PRC and Hong Kong are sensitive to global economic conditions and it is impossibleto predict how the PRC and Hong Kong economy will develop in the future and whether it might slowdown due to the global crisis or experience a financial crisis in a manner and scale similar to that in theUnited States and European countries between 2008 and 2011. Weakening investor confidence hasresulted and could continue to result in significant declines in the number and size of transactions inwhich the Group participates and/or invests. Any decline in the number of capital markets and othertransactions in the PRC and Hong Kong due to unfavourable financial or economic conditions mayadversely affect the Group’s business. Similarly, market volatility and adverse financial or economicconditions may also adversely affect the Group’s business.

For example, in the case of the Group’s asset management business, such conditions tend to reduce thevalue of the Group’s clients’ portfolios, discourage investor confidence and reduce investing activities,making it more difficult for the Group to maintain existing clients and attract new clients. Likewise,adverse financial or economic conditions may also impact the Group’s investment business. Forexample, market volatility may reduce the value of the Group’s private equity investments and publicmarket investments or make the Group’s investments less liquid, and thus reduce the Group’s returnsfrom these investments and any associated capital gains. Such unfavourable market conditions may alsoresult in price fluctuations and a decline in trading volumes, which in turn may adversely affect therevenues of the Group’s corporate finance business and securities and brokerage services. Similarly, thevalue of the Group’s investments in bond and equity instruments may be affected by volatility in capitalmarkets, thereby adversely impacting the Group’s results of operations and profitability.

There can be no assurance that the Group’s business, financial position and operating results, as well asits future prospects, will not be materially and adversely affected in the event of any downturn in globalor regional capital markets. A reduction in the Group’s income or a loss resulting from its corporatefinance, sales and trading, investing and asset management businesses could have a material and adverseeffect on the Group’s business, results of operations and financial condition.

The Group’s business, in particular, its investing business and asset management business, aresubject to credit, investment and market risks.

The Group’s business, and in particular, its investing business and asset management business, aresubject to credit, investment and market risks. For example, the Group’s public market investments(which focus on publicly listed equity and debt securities investments) are exposed to fluctuations in thestock and bond markets and therefore subject to market risks. Similarly, the Group is exposed to creditrisk via its debt financing business, such as pre-IPO financing, M&A loans and mezzanine and bridgeloans. In addition, the Group’s business is subject to investment risks. For example, where assets held bythe Group under its investing business devalue significantly and the Group considers that the

11

devaluation is not temporary, significant impairment losses may be recognised and may have a materialadverse impact on the Group’s results of operations. General market or macroeconomic volatility, whichmay be caused by events including the European debt crisis, the potential withdrawal of countries fromthe Eurozone, significant volatility in the PRC stock market, and market volatility from COVID-19 andits impact on the global economy, may also result in a decrease of the unrealised gains of investmentassets and/or reduction in dividend income, which in turn may have a material and adverse effect on theGroup’s financial condition and results of operations. See ‘‘– The Group’s business, financial condition,results of operations, prospects and ability to access liquidity could be materially adversely affected bymacroeconomic and political risks.’’ and ‘‘– The occurrence of contagious diseases could affect theGroup’s business, financial condition or results of operations’’. In the event of a severe downturn in theeconomy, the asset quality of the Group’s portfolio may further deteriorate materially. Likewise, theGroup’s asset management business is also subject to investment risks. Any deterioration in the value ofthe Group’s assets under management may reduce the management and performance fees earned by theGroup.

The expansion of, and changes to, the Group’s product and service range exposes it to variousrisks, and the Group may not succeed in the implementation of a new product group or customeracquisition channel, under new pricing or credit assessment methods or analytical tools and data.

The Group may seek to introduce new product or service groups, pricing and credit assessment analysismethods and uses of data in order to retain existing customers whose needs have evolved, and to attractnew customers for whom the existing product offering or methods of acquisition are unattractive orineffective and/or for whom more competitive pricing and more sophisticated underwriting processes arerequired. The Group is also intending to seek out business opportunities in new markets globally.Expansion of and changes to the product and service range and the geographical exposure of the Groupintroduce a number of risks and challenges, including the following:

• competitors of the Group may have substantially greater experience and resources in relation to thebusiness activities that the Group wishes to commence in, and the Group may not be able to attractcustomers to its services from competitors with existing relationships with those customers;

• the new products and services may not be accepted by the Group’s customers or meet itsexpectations for profitability, and may require greater marketing and compliance costs than theGroup’s traditional services;

• the new products and services may give rise to potential disputes or claims from customers;

• the Group will be exposed to the legal and regulatory regimes of new jurisdictions with which theGroup may be less familiar as well as fluctuations in the macroeconomic conditions of neweconomies;

• the Group may need to adapt to different cultural and social customs associated with conductingbusiness in other markets;

• the Group may need to hire additional qualified personnel but such personnel may not be readilyavailable; and

• the Group may not be successful in enhancing its risk management capabilities and informationtechnology systems to support a broader range of products and services.

There can be no assurance that the Group will be able to achieve the administrative, systems-related andlogistical improvements necessary to achieve its goals and other aspects of its growth effectively. Inaddition, competition for highly skilled business, technical and other personnel is high due to theincreasing competition in the financial services industry.

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Accordingly, the Group’s personnel expenses may increase or it may have difficulty in recruiting andretaining properly qualified personnel. Furthermore, to the extent its business model and practices areunfamiliar to regulators, the Group may encounter unexpected restrictions on its planned activities. If theGroup is unable to achieve the intended results from the expansion of its range of products and servicesas a result of the unsuccessful execution of the conception, planning and/or implementation of itsstrategies and methods, the Group’s business, results of operations and financial condition may bematerially and adversely affected.

Further, the success of the Group’s operations depends on, among other things, the proper timing onlaunching new businesses, products and services to clients. As a result of the Group’s business operatingin a highly competitive environment, any delay or failure to introduce new businesses in time or inresponse to market demand, or any failure of the Group’s new products and services to gain timelymarket acceptance could adversely affect the overall businesses and financial performance of the Group.

The Group operates in the highly competitive financial services industry.

The financial services industry in Asia, and in particular the PRC and Hong Kong, houses a largenumber of participants and is highly competitive. For instance, as of 31 December 2020, the totalnumber of active trading Exchange Participants (as defined in the Securities and Futures Ordinance(Cap. 571 of the Laws of Hong Kong) (the ‘‘SFO’’)) on the Hong Kong Stock Exchange was 792. Inaddition, according to information published by the Securities and Futures Commission of Hong Kong(the ‘‘SFC’’), as of 31 December 2020, there were a total of 3,122 licensed corporations engaging inregulated activities in Hong Kong, with a breakdown of their regulated activities as follows:

• Type 1 (dealing in securities): 1,448

• Type 2 (dealing in futures contracts): 374

• Type 3 (leveraged foreign exchange and trading): 35

• Type 4 (advising on securities): 1,731

• Type 5 (advising on futures contracts): 181

• Type 6 (advising on corporate finance): 332

• Type 7 (providing automated trading services): 24

• Type 8 (securities margin financing): 3

• Type 9 (asset management): 1,913

• Type 10 (providing credit rating services): 8

• Type 11 (dealing in OTC derivative products or advising on OTC derivative products): 0

• Type 12 (providing clearing agency services for OTC derivative transactions): 0

The Group, through its subsidiaries which are licensed corporations in Hong Kong, is currently engagedin Type 1, Type 2, Type 4, Type 6 and Type 9 regulated activities. The industry has a low entry barrieras new participants are able to enter so long as they have engaged professionals with the appropriateskills and have obtained the requisite licences and permits to engage in the various types of activitiesregulated under the SFO.

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The Group competes on the basis of a number of factors, including price, products and services,innovation, transaction execution capability, reputation, experience and knowledge of staff and employeecompensation. Apart from the multinational financial institutions including commercial banks andinvestment banks with global networks and a local presence in the PRC and Hong Kong, and PRC andHong Kong-based securities houses and asset management firms, the Group faces further competitionfrom other financial services firms with similar target clients which offer a similar range of products andservices including traditional and online brokerage services, debt and equity financing, assetmanagement and corporate finance businesses. Historically, competition in these businesses has beenfierce. Over the past decade, online securities brokerage and financial information portals have becomeprevalent, intensifying competition for online business revenues. In recent years, as the assetmanagement and brokerage market in the PRC and Hong Kong has become more saturated, banks andbrokerage firms rolled out low management fees, prolonged commission-free concessions or extra-lowfixed commissions as incentives to attract customers, thus further intensifying the competition in thisindustry. The Group expects that competition will continue to be intense. As there have been asignificant number of new entrants to the market, the Group has to compete with new competitorsoffering attractive commissions, new platforms and product types and other incentives to develop theirbusinesses in the early stages. The Group’s business may be adversely affected if new entrants increasetheir size, reputation and client base through these incentives, by attracting current clients of the Group.Even if the Group’s current clients remain as clients of the Group, these new entrants may underminethe Group’s expansion strategy and may have a material and adverse effect on the Group’s business,results of operations and financial condition.

There can be no assurance that the Group can compete effectively against its current and futurecompetitors, or that competitive forces in the market will not alter the industry landscape such that theGroup’s business objectives would become impractical and/or impossible. Under those circumstances,the Group’s business and financial performance would be adversely affected.

The Group may be exposed to concentration risk in Hong Kong and the PRC.

The Group’s key market is geographically in Hong Kong and the mainland China region, where theGroup is primarily based. For example, some of the Group’s key target clients are state-ownedenterprises and financial institutions with local Hong Kong and mainland Chinese connections.Accordingly, any general deterioration in the economic conditions in Hong Kong and the PRC couldadversely affect the Group’s financial condition and results of operations. Similarly, a significant portionof the Group’s portfolio in its investing business mainly consists of certain specific industries, includingreal estate, finance, logistics, chemical materials and products, technology, pharmaceuticals andhealthcare. This commitment of capital exposes the Group to concentration risks, including market risk,in the case of the Group’s holdings of concentrated or illiquid positions in a particular asset class or incertain industries, and credit risk. Any decline in certain business industries which the Group isconcentrated on or decline in the value of illiquid assets or may reduce the Group’s revenues or result inlosses.

Although the Group regularly reviews credit exposures to specific clients and counterparties and tospecific industries that the Group believes may present credit concerns, market risks and default risksmay arise from events or circumstances that are difficult to detect or foresee, such as fraud. The Groupmay also fail to receive full information with respect to the trading risks of counterparties. In general,the Group may therefore be exposed to concentration risk with respect to its business operations whichcould have an adverse effect on its financial condition and results of operations.

In addition, social unrest in Hong Kong in the second half of 2019 and 2020 has had a negative impacton Hong Kong’s economy. On 5 September 2019, Fitch downgraded Hong Kong’s Long-Term Foreign-Currency Issuer Default Rating from ‘‘AA+’’ to ‘‘AA’’, before further downgrading such rating to‘‘AA-’’ on 20 April 2020. Moody’s, on 20 January 2020, downgraded Hong Kong’s long-term issuer andsenior unsecured ratings from ‘‘Aa2’’ to ‘‘Aa3’’, citing the pressure of the protests to Hong Kong’ssocioeconomic environment and the potential for renewed eruptions of social unrest. The uncertainty in

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Hong Kong’s socioeconomic environment may further weigh on investor sentiment in Hong Kong andadversely impact the valuations of listed securities in Hong Kong’s equity markets, which could affectthe Group’s sales and trading and investing businesses. In addition, this could also adversely affect theGroup’s existing and potential clients’ interest in choosing Hong Kong as a listing venue and raisingfunds through Hong Kong’s capital markets, which may then have an adverse impact on the Group’scorporate finance business in acting as sponsor and underwriter for its existing and potential clients.Recent social unrest in Hong Kong is outside the control of the Group and any such demonstrations,protests or riots, if prolonged and continued into the future, could adversely impact the Group’sbusiness, financial condition and results of operations.

The Group may be exposed to currency risk as a result of movements in foreign exchange rates.

The Group’s major transactions are denominated in Hong Kong dollars, United States dollars andRenminbi and its financial statements are presented in Hong Kong dollars. Although the Hong Kongdollar has been linked to the US dollar since 1983, there can be no assurance that such linkage will bemaintained in the future. In order to ensure continued liquidity of the Hong Kong dollar, the Hong KongMonetary Authority has entered into bilateral repurchase agreements with the central banks or monetaryauthorities of various jurisdictions including Australia, the PRC, Indonesia, Japan, Korea, Malaysia,New Zealand, the Philippines, Singapore and Thailand. In addition, the Hong Kong Government has inthe past expressed its commitment to maintaining exchange rate stability under the linked exchange ratesystem, an automatic interest rate adjustment mechanism. However, there can be no assurance that theHong Kong dollar will continue to be linked to the US dollar or that, in the event of a liquidity problemaffecting the Hong Kong dollar, such bilateral repurchase agreements or the automatic interest rateadjustment mechanism will help to maintain adequate liquidity for the Hong Kong dollar. Anydiscontinuation of the linkage of the Hong Kong dollar to the US dollar (and its corresponding impacton the Hong Kong economy) and any general fluctuations in the Renminbi and United States dollarexchange rates may adversely affect the Group’s business, financial condition and results of operations.

The Group is exposed to the credit risk of their trade and financial counterparties.

The Group operates and is expanding its business in both Hong Kong and cross-border markets. Thiswill increasingly expose the Group to the credit risk of their trade and financial counterparties normallyassociated with cross-border business transactions and activities, including those relating to delayedpayments from customers or difficulties in the collection of receivables. The Group enters intoderivatives, foreign exchange and bullion contracts under which counterparties have obligations to makepayments to it. The Group also extends credit to clients through margin financing or other arrangementsthat are secured by physical or financial collateral, the value of which may at times be insufficient tocover fully the loan repayment amount. As a result, the Group is exposed to the risks that third partiesmay default on their obligations because of bankruptcy, lack of liquidity, operational failures or otherreasons. A failure of a significant market participant, or even concerns about a default by such aninstitution, could lead to significant liquidity problems, losses or defaults by other institutions, which inturn could adversely affect the Group. The Group is also subject to the risk that its rights against thirdparties may not be enforceable in all circumstances. While in many cases the Group is permitted torequire additional collateral from counterparties that experience financial difficulties, disputes may ariseas to the amount of collateral it is entitled to receive and the value of pledged assets. The termination ofcontracts and the foreclosure on collateral may subject the Group to claims for the improper exercise ofits rights. Default rates, downgrades and disputes with counterparties as to the valuation of collateralincrease significantly in times of market stress and illiquidity. Clients of securities transactions arerequired to settle their transactions before the prescribed period of time.

Although the Group regularly reviews credit exposures to specific clients, counterparties and industriesthat it believes may present credit concerns, default risks may arise from events or circumstances thatare difficult to detect or foresee, such as fraud. The Group may also fail to receive full information with

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respect to the trading risks of counterparties. There is no assurance that, even with the Group’sexperienced finance and accounting team, a customer will settle outstanding invoices on time. Failure tocollect receivables could adversely affect the Group’s cash flow and financial position.

Interest rate fluctuations may adversely affect the Group’s businesses.

The Group’s business performance is affected by fluctuations in interest rates which could adverselyaffect financial markets conditions. For example, a decrease in interest rates, although decreases theGroup’s costs of funds, may also limit the Group’s interest income and impact its financial results.Interest rates volatility may also affect stock market performance and general market sentiment, hencecausing an indirect and adverse impact on the Group’s business performance.

The Group’s revenue may be adversely affected in the event that there are reductions in its assetsunder management.

The Group’s revenue from its asset management business includes management fees and performancefees, which are based on the specific nature of the investment and client, including liquidity, size,investment period and asset class. Consequently, investment performance and the relevant fundmanager’s track record affect the amount of the assets under the Group’s management and are keyfactors in retaining clients and competing for new asset management business. In the event of marketdownturn, poor investment performance could adversely affect the Group’s revenue and business growthbecause:

• where applicable, existing clients may withdraw funds from the Group’s asset managementbusiness in favour of better performing products provided by its competitors, which would result ina reduction of management fees for the Group;

• clients may require the Group to reduce its fees for asset management services, particularly in anintensely competitive industry where the Group faces increasing competition from insurancecompanies, trust companies, banks and other competitors;

• the Group’s performance fees (if any), which are based on investment returns, would decline; and

• poor performance will adversely impact the future fundraising capability of the Group.

Further, the Group’s revenue and business growth of the asset management business may be adverselyaffected by events both within and beyond the Group’s control including unforeseen businessdisruptions, macroeconomic and political risks and market risks. There can be no assurance that theGroup would be able to keep or increase the assets under the Group’s management. To the extent theGroup may fail to keep or increase the assets under its management, its business, financial condition,results of operations and prospects would be adversely affected.

The Group faces risks associated with the underwriting or placement of securities offerings.

The Group is exposed to transaction-specific execution risks for each securities offering it mayunderwrite or place. The Group generally receives payment of underwriting or placement commissionsonly after it has successfully completed a transaction. If a project is not completed as scheduled or at allfor any reason, including weak investor interest, market fluctuation and/or a failure to receive therelevant listing or regulatory approval, the Group may not receive payment for its services in a timelymanner, or at all, which may materially and adversely affect its business, financial condition, results ofoperations and prospects. Due to the exposure of its business to what can be volatile markets andregulatory changes, revenue from its business may be unpredictable and unstable. Markets may besubject to long periods of downturn and transaction sizes may be lower on an individual or overall valuebasis due to local or global economic conditions, the prevailing interest rate environment, overall

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investor sentiment and more stringent regulatory developments, and during such periods, the Group isunlikely to be able to draw significant revenue from this business segment, revenues being dependent onsuccessful transaction execution.

The Group has investment risk on equity it underwrites or places on a firm commitment basis and maysuffer additional losses as a member of an underwriting syndicate or placing syndicate if an offering isnot fully subscribed or default by any of the investors. The performance of the underwriting activitiesmay severely deteriorate during periods of sluggish and volatile market conditions when the equityunderwritten by the Group is undersubscribed and the Group and other underwriters/sub-underwriters arerequired to take up unsubscribed equity. If the Group fails to sell the equity it underwrites, it wouldsuffer reputational damage, as well as incur expenditure to purchase and hold the underwritten equity,thereby materially and adversely affecting its business, financial condition, results of operations andprospects. In relation to bond transactions, the Guarantor will from time to time act as the counterpartyto both issuers and investors of the bonds. If any participant in the bond settlement process fails and thesettlement is not completed, the Guarantor may end up holding the relevant bonds, causing bothreputational damage and possible financial loss. Although the majority of bond investors are institutionalinvestors and the possibility of such risk remains low, such risk cannot be discounted entirely andfailures in the bond settlement process will have adverse consequences to the Guarantor.

In addition, companies that wish to list their equity in Hong Kong require an investment bank to act assponsor to assist with their listing application. When the Group acts as a sponsor or underwriter, it isrequired to fulfil certain due diligence and disclosure requirements in connection with each project itsponsors or underwrites and is subject to civil, regulatory and criminal liability in relation to its role assponsor or underwriter and the disclosure provided to investors if any relevant or applicable regulationsare breached.

Furthermore, the SFC published the ‘‘Additional Fit and Proper Guidelines for Corporations andAuthorized Financial Institutions applying or continuing to act as Sponsors and Compliance Advisers’’(Appendix I to the ‘‘Fit and Proper Guidelines’’) in October 2013 to enhance the regulatory regime ofsponsors in Hong Kong, which will result in more stringent regulatory requirements and increasedliability for IPO sponsors. There can be no assurance that there will not be even more stringentregulatory requirements in the future. A failure to satisfy these requirements could subject the Group tofines and other administrative or regulatory penalties, including suspension of its licences, or evencriminal liability, which may materially and adversely affect the Group’s business, financial condition,results of operations and prospects.

To the extent its business model and practices are unfamiliar to regulatory authorities, the Group mayencounter unexpected restrictions on its planned activities. If the Group is unable to achieve theintended results from the expansion of its range of products and services, it may encounter difficulties inthe conception, planning and/or implementation of these strategies and methods, which may materiallyand adversely affect the Group’s business, financial condition, results of operations and prospects.

A reduction in agency and brokerage commission rates or trading activities by the Group’s clientsmay materially and adversely affect the Group’s business, financial condition, results of operationsand prospects.

Revenue from the Group’s sales and trading business depends significantly on trading volume. Tradingvolume is influenced by market conditions in Hong Kong, the PRC and principal overseas financialmarkets, which may be adversely affected by events including the European debt crisis, the potentialwithdrawal of countries from the Eurozone, the significant volatility in the PRC stock market, andmarket volatility arising from COVID-19 and its impact on the global economy. See ‘‘– The Group’sbusiness, financial condition, results of operations, prospects and ability to access liquidity could bematerially adversely affected by macroeconomic and political risks.’’ and ‘‘– The occurrence ofcontagious diseases could affect the Group’s business, financial condition or results of operations’’. Inaddition, the Group’s sales and trading business could also be adversely affected by a reduction in

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agency and brokerage commission rates as a result of increased competition in the Hong Kong securitiesand brokerage markets. Additionally, any planned expansion by the sales and trading business into otherproduct areas such as innovative financial products may not be successful and the Group’s position inthis industry may be adversely affected. There can be no assurance that the Group’s revenue derivedfrom the sales and trading business can be sustained.

The Group’s businesses are vulnerable to stock price volatility and illiquidity of securities and theGroup may incur substantial loss

The Group provides margin financing to its clients. Margin financing is particularly vulnerable to stockprice volatility and the illiquidity of those securities which are pledged as security for financialaccommodations. In a volatile market, if the stock price declines, the client may be required to depositadditional cash or other securities to the collateral portfolio to reduce the credit risk exposure or increasethe collateral value. Where a client is unable to meet their margin call, the Group is entitled to sell therelevant pledged securities and use the sale proceeds toward repayment of the financial accommodations.As proceeds from forced selling of pledged securities may not result in sufficient proceeds to cover theamount outstanding, failure of a client to make up for such a shortfall could adversely affect the Group’sbusinesses and financial performance. The Group’s businesses and financial performance may also beadversely affected if any borrower fails to repay the amount owed to the Group.

Clients entering into securities transactions are required to settle their transactions before the prescribedperiod of time. If a client fails to do so, the Group will be required to use its own funds to cover theshortfall. If the Group has insufficient funds to settle, its transactions with the Central Clearing andSettlement System (CCASS) and its clearing house participant status under the Hong Kong SecuritiesClearing Company Limited (HKSCC) may be suspended.

All futures exchanges prescribe the minimum margin deposit for the opening of each futures and optioncontract. Clients of the Group are required to maintain the minimum margin deposit with the Groupfrom time to time as determined by such futures exchanges. When a client is unable to meet a margincall, the Group may close out the futures and/or option contract. In the event that the client’s margindeposit with the Group is unable to cover the loss arising from closing out of the futures and/or optioncontract, the Group would be exposed to the risk of being unable to recover such shortfall, particularlyin times of a volatile market.

Although the transactions are monitored by the Group’s risk management team, the existing risk controlmeasures may not be sufficient to prevent a client’s default in repayment or their failure to provideadditional collateral in the case of a loss in value especially during times of volatility.

The Guarantor’s shares are unlisted and it is not subject to the continuous disclosure requirementsthat a listed company would be.

The Guarantor is currently not listed and is not subject to requirements to produce and maintain publicinformation relating to its business or to publicly publish financial information or other information thatwould be required if it did have an equity listing in Hong Kong or elsewhere. Whilst requirements willbe imposed on the Guarantor relating to disclosure of financial information, the disclosure of interests ofshareholders and directors in shares and debentures and other information material to investors for issuesof listed Notes under the Programme, these requirements are not as stringent as those which would applyto a primary or secondary equity listing. The Guarantor is also not subject to, and will not becomesubject to, by virtue of issuing listed Notes under the Programme, the requirements that apply tocompanies with a primary or secondary equity listing in Hong Kong or elsewhere, including corporategovernance standards, restrictions on directors’ dealings in securities, controls on connected partytransactions, requirements for notification and, in some cases, approval of major acquisitions anddisposals, conditions on further debt and equity issuance and certain other ongoing disclosurerequirements. In addition, there is limited historical information available in relation to the Group’sbusiness. Accordingly, investors should exercise caution in reviewing the historical financial informationpresented to them and implying or extrapolating trends based thereon.

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The Group’s businesses are highly regulated in Hong Kong and is subject to regulatory andlitigation risks which could have a material and adverse effect on the Group’s business, results ofoperations and financial condition.

Financial Services Regulation

As a participant in the financial services industry, the Group is subject to extensive laws, regulations,rules, policies, guidance and codes of conduct of relevant regulatory authorities and faces the risk ofintervention by regulatory authorities in Hong Kong. Across the financial services industry, regulatorybodies have recently looked to strengthen regulation and take a rigorous approach to compliance,investigation and imposition of penalties. Key regulations in Hong Kong governing the financialservices industry include the SFO. Financial services laws, regulations, rules, guidance, codes ofconduct, government policies and/or their respective interpretations currently affecting the Group maychange and, although the Group monitors developments, it cannot predict future initiatives or changes.A failure to comply with these rules and regulations may subject the Group to enquiries and/orinvestigations by the relevant regulatory bodies, which may result in fines, censure, reprimand or evensuspension of licences. If the Group fails to comply with any regulatory requirements in the future, theGroup and its employees may become the subject of inquiries or investigations by the relevantregulatory authorities.

Where penalties are substantial or protracted litigation is involved, the Group’s reputation and financialposition may be jeopardised. In such cases, there may be a material and adverse effect on the Group’sbusiness, financial condition, results of operations and prospects.

In addition, there is risk that new laws or regulations or changes in enforcement or interpretations ofexisting laws or regulations applicable to the Group’s businesses or those of its clients could beimposed, which may adversely affect the Group’s ability to compete effectively with other institutionsthat are not affected in the same way.

Regulatory enquiries, investigations and proceedings

From time to time, market regulators (including the Hong Kong Securities and Futures Commission (the‘‘SFC’’)) may conduct enquiries and investigations and require the Group’s assistance in such enquiriesand investigations. Depending on the facts and circumstances, a market regulator may or may not takefurther steps as a result of its enquiries and investigations (and whether such steps, if taken, wouldaffect the Group’s business operations and financial condition would be fact dependent). In Hong Kong,SFC enquiries and investigations are covered by statutory secrecy under the Securities and FuturesOrdinance, so any disclosure of such enquiries and investigations would be very limited and be subjectto the SFC’s consent. As at the date of this Offering Circular, the Group is not the subject of anyregulatory proceedings which could have a material and adverse effect on the Group’s business, financialcondition or results of operations.

Regulatory Requirements on Due Diligence

Changes in regulations relating to the due diligence process for primary offerings in capital markets,including but not limited to initial public offerings of shares could create more onerous obligations onthe part of sponsors, bookrunners and other parties in the offering process, with an increased risk ofnon-compliance. The performance and prospects of the Group’s corporate finance advisory business maybe adversely affected if tighter due diligence requirements result in the non-compliance of suchregulatory requirements by the Group. See ‘‘– The Group faces risks associated with the underwriting orplacement of securities offerings.’’

Regulatory Approval and Licensing

Withdrawal or amendment of any regulatory approval or of any exemption from registration in respectof any part of the Group’s activities in any jurisdiction might compel termination of a particular businessor change the way in which it is conducted. Similarly, the withdrawal of either a licence or an approval

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of one or more individuals would hinder their ability to perform their current role. This is particularlyrelevant to the Group’s asset management business in Hong Kong and the PRC where registration andlicensing requirements are subject to legislation and any amendments thereto from time to time. Thecarrying on of regulated activities by unauthorised persons could have a number of consequencesincluding the possibility of agreements made in the course of carrying on such activities beingunenforceable.

The Group may also have to respond to any material changes in legislation or regulation which couldpotentially affect its business by adapting its business model or products in the relevant market. Therecan be no assurance that the Group will be able to effectively respond to any such changes and this mayaffect the Group’s operations and the conduct and success of its business in the relevant market. If therelevant market is a significant or important market to the Group, this may undermine the Group’sexpansion strategy and may have a material adverse effect upon the Group’s business, results ofoperations and financial condition. Even if the Group could cope with such changes in legislation orregulations, this would invariably increase the compliance costs of the Group. The Group is also subjectto the requirements and standards set out by the various professional industry bodies of which it is amember including the Asset Management Association of China（中國證券投資基金業協會）.Compliance with the requirements of such self regulating professional industry bodies may furtherincrease the compliance costs of the Group.

If the Group fails to comply with such rules and regulations, it may become subject to enquiries and/orinvestigations by the relevant regulatory bodies, which may result in fines or restrictions on the Group’sbusiness activities. If results of any investigations or enquiries are proved to involve serious misconduct,the Group may become subject to penalties including censure, reprimand and fines. In extreme cases, theGroup may be prevented from conducting business in a normal manner and some or all of the Group’soperation licences may become suspended or revoked. Where penalties are substantial or protractedlitigation is involved, the Group’s reputation and financial position may be damaged. In such cases,there may be a material and adverse impact on the Group’s business, financial condition, results ofoperations and prospects.

Limitations on access to liquidity could adversely affect the ability to implement the Group’sexpansion plans

The Group derives the funds that it requires for its business principally from cash flow from operationsand borrowings from banks and other lenders and from accessing the capital markets. The ability of theGroup to access debt funding sources on acceptable commercial terms over the longer-term is dependenton a variety of factors, including a number of factors outside of its control, such as general marketconditions and confidence in the global banking system. In recent years, global credit markets havetightened significantly with the failure or the nationalisation of a number of large financial institutionsin Europe, the United States and other countries. Financial institutions are generally more cautious inlending funds to companies, and as a result, companies may face increased financing costs as they mayonly be able to procure funds from financial institutions with increased interest rates applied to theirfunds. While the Group has not experienced any material difficulty in procuring funds, there can be noassurance that the Group’s existing major lenders will not change their lending policies, increase itsfunding costs or adopt a more cautious credit stance as a result of the overall economic climate, or anyother factors that may limit the Group’s ability to obtain credit on favourable terms or at all and itsoptions for obtaining liquidity. If the Group’s available funding is limited or it is forced to fund itsoperations at a higher cost, these conditions may require the Group to curtail its business activities andincrease its cost of funding, both of which could reduce its profitability and competitiveness, as well asadversely affect its business, financial condition and results of operations.

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The Group may need additional capital in the future, and there can be no assurance that it wouldbe able to obtain such capital on acceptable terms or at all.

Uncertainties in the economic and business environment in Hong Kong, the PRC, Japan, the UnitedStates, United Kingdom and globally may result in a deterioration of the Group’s capital position in thecase of a worsening macroeconomic climate. The Group may experience a deterioration of asset qualityand decrease in market value of securities investments. If the Group’s future operating income becomesinsufficient to meet provisioning requirements, its capital will be eroded, and the Group may be requiredto obtain new capital. A requirement to increase significantly the level of the Group’s provisions wouldadversely affect its financial condition, results of operations and capital position. In addition, in orderfor the Group to grow, remain competitive, enter new businesses or expand its base of operations, theGroup may require new capital. There can be no assurance that the Group will be able to obtainadditional capital in a timely manner, on acceptable terms or at all.

The Group may be subject to claims of mis-selling.

The Group offers a number of financial products directly to corporate and institutional investors and toprivate investors through intermediaries or distributors. If these investors suffer losses on such financialproducts, they or their advisers may seek compensation from the Group on the basis of allegations thatthe financial products were mis-sold or that the prospectuses, offering circulars or other marketingmaterials contained erroneous information or failed to disclose material information the omission ofwhich rendered the content therein misleading or that misleading marketing materials were provided toor supplied by intermediaries. Despite the policies enacted by the Group guiding employees on theappropriate selling procedures, it is possible that the Group has rogue or fraudulent employees who donot comply with such policies. Any potential legal action undertaken by investors for mis-selling may besuccessful and this could in turn adversely affect the business, financial condition, results of operationsand/or prospects of the Group. Any claim for mis-selling may also result in regulatory investigation andcensure and may damage the reputation of the Group.

There could be conflicts of interest arising out of the different roles played by the Guarantor andICBC International Securities Limited and Industrial and Commercial Bank of China (Asia)Limited (as Arrangers and Dealers), and the Guarantor’s other activities may affect the value ofthe Notes.

The Issuer of the Notes is a wholly-owned subsidiary of the Guarantor, which, in turn, is a whollyowned subsidiary of ICBC. ICBC International Securities Limited and Industrial and Commercial Bankof China (Asia) Limited have also been appointed as Arrangers and Dealers for the Programme. Any ofthe Guarantor, ICBC or their respective subsidiaries may also issue other competing financial productswhich may affect the value of the Notes. Investors should also note that potential and actual conflicts ofinterest may arise from the different roles played by the Guarantor on the one hand, and ICBCInternational Securities Limited and Industrial and Commercial Bank of China (Asia) Limited (each asArranger and Dealer) on the other hand, in connection with the Notes and the economic interests in eachrole may be adverse to the investors’ interests in the Notes. Although the Guarantor has internal controlpolicies and procedures to minimise any potential conflict of interest, the Guarantor owes no duty toinvestors to avoid such conflicts.

The Group’s businesses and prospects may be materially and adversely affected if it fails tomaintain its risk management and internal control systems or if these systems are proved to beineffective or inadequate.

The Group has established effective risk management control systems which are at the same time in linewith the internal control requirements of the ICBC Group. Certain areas within its risk management andinternal control systems may require constant monitoring, maintenance and continual improvements byits senior management and staff. The Group’s businesses and prospects may be materially and adverselyaffected if its efforts to maintain these systems are proved to be ineffective or inadequate.

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Deficiencies in the Group’s risk management and internal control systems and procedures may adverselyaffect its ability to record, process, summarise and report financial and other data in an accurate andtimely manner, as well as adversely impact its ability to identify any reporting errors and noncompliancewith rules and regulations.

The Group’s internal control system may contain inherent limitations caused by misjudgement. As aresult, there can be no assurance that its risk management and internal control systems are adequate oreffective notwithstanding its efforts, and any failure to address any internal control matters and otherdeficiencies could result in investigations and disciplinary actions or even prosecution being initiatedagainst the Group or its employees, as well as disruptions to its risk management system. In such cases,there may be a material and adverse effect on the Group’s business, financial condition, results ofoperations and prospects.

System and technological failures or ineffectiveness, failure of business continuity planning,corruption of databases and service disruption may occur and could result in additionaladministrative and remediation costs, loss of business and profits and/or cause reputationaldamage to the Group.

The performance of the Group’s businesses depends heavily on its ability to process transactionsefficiently and accurately. The Group’s ability to develop business systems, monitor and managecollections, maintain financial and operating controls, monitor and manage its risk exposures across theGroup, keep accurate records, provide high-quality customer service and develop and sell profitableproducts and services in the future depends on the success of its business continuity planning, theuninterrupted and efficient operation of its information and communications systems (including itsinformation technology system) and the successful development and implementation of new systems.

However, as is the case with information technology systems generally, losses can result frominadequate or failed internal control processes and protection systems, human error, fraud or externalevents that interrupt normal business operations. This may result in a loss of data, a failure to providequality service to customers and could, in limited instances, cause incorrect trades to be executed. TheGroup’s information technology, databases and other systems may be subject to damage or interruptionfrom earthquakes, volcanic eruptions, floods, fires, power loss, telecommunication failures and similarevents as well as to damage from the introduction to its systems of incorrect programming language andconfiguration by its employees, system providers and contractors. These systems may also be subject tocomputer viruses, physical or electronic break-ins, threats, sabotage, vandalism and similar misconduct.The same is true of third party service providers and software providers on which the Group depend.

The Group routinely transmits and receives personal, confidential and proprietary information throughthe Internet, by email and other electronic means and may not be able to ensure that its clients, vendors,service providers, counterparties and other third parties have appropriate controls in place to protect theconfidentiality of the information. An interception or mishandling of personal, confidential orproprietary information being sent to or received from these third parties could result in legal liability,regulatory action and reputational harm, and the Group’s efforts to ensure that these third parties haveappropriate controls in place may not be successful.

In addition, the Group has developed an advanced eTrading platform for its clients in relation to certainservices such as securities eTrading and account opening. Usage of the Group’s eTrading services maybe adversely affected for a number of reasons, such as unavailability of high-speed access to the internetand telecommunication services. To the extent that the Group’s eTrading activities involve the storageand transmission of confidential information, security breaches could expose the Group to possibleliability and damage the Group’s reputation. The Group’s networks may be vulnerable to unauthorisedaccess, computer viruses, threats and other disruptive problems. Costs incurred in rectifying any of suchdisruptive problems may be high and may adversely affect the Group’s financial condition and results ofoperations. Concerns regarding security risks may deter the Group’s existing and potential clients fromusing its eTrading services. Eliminating computer viruses, threats and alleviating other security problems

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may result in interruptions, delays or termination of service to users accessing the Group’s eTradingservices. The Group’s inability to sustain a high volume of traffic may materially and adversely affectthe success and effectiveness of the Group’s eTrading platform. Although the Group believes it has welldefined measures and procedures in place to mitigate security risks, there can be no assurance that itwill not suffer material losses from security risks in the future.

If any of the above risks materialise, the interruption or failure of the Group’s information technologyand other systems could impair the Group’s ability to provide its services effectively causing directfinancial loss and may compromise the Group’s strategic initiatives.

In addition, it could damage the Group’s reputation if customers believe its systems are unreliablewhich, in turn, could have an adverse effect on the Group’s ability to collect loan repayments fromcustomers and to attract new and retain existing customers. Technology failure or underperformancecould also result in a higher number of customer and employee disputes and may increase the Group’slitigation and regulatory exposure or require it to incur higher administrative costs (includingremediation costs). Further, an irrecoverable loss of any customer database and/or data would beexpensive and time-consuming to endeavour to retrieve or recreate, would have a material adverse effecton the Group’s business, operations and financial situation and may damage its reputation and brand.

The occurrence of contagious diseases (including COVID-19) could affect the Group’s business,financial condition or results of operations

The outbreak of SARS that began in the PRC and Hong Kong in early 2003 had an adverse effect on alllevels of business in Hong Kong and the PRC. The outbreak of SARS led to a significant decline intravel volumes and business activities throughout most of the Asian region. The occurrence of anotheroutbreak of SARS or of another highly contagious disease may result in another economic downturn andmay have an adverse effect on the overall level of business and travel in the affected areas. It may alsodisrupt the Group’s business operations and consequently have an adverse effect on the financialcondition and results of operations of the Group.

There have been sporadic outbreaks of the H5N1 virus or ‘‘Avian Influenza’’ among birds and inparticular poultry, as well as some isolated cases of transmission of the virus to humans. There have alsobeen outbreaks among humans of the influenza A/H1N1 virus globally. On 11 June 2009, the WorldHealth Organisation raised its global pandemic alert to Phase 6 after considering data confirming theoutbreak. To date, there have been a large number of confirmed cases of influenza A/H1N1 globally.Since 2012, an outbreak of the Middle East Respiratory Syndrome corona virus (‘‘MERS’’) has affectedseveral countries, primarily in the Middle East. Concerns about the spread of the H7N9 strain of flu(Avian Flu) in the PRC and outbreaks of the H1N1 virus (Swine Flu) in North America, Europe andAsia in the past have caused governments to take measures to prevent spread of the virus. The outbreakof communicable diseases such as the ones listed above on a global scale may affect investmentsentiment and result in sporadic volatility in global capital markets or adversely affect PRC and othereconomies.

Since December 2019, there has also been an outbreak of COVID-19 in the PRC, Hong Kong andaround the world. The World Health Organisation has declared the outbreak as a pandemic on 11 March2020. At the early stages of the COVID-19, stringent measures, including mandatory quarantines andtravel restrictions, were imposed in many countries around the world, including the PRC, in an effort tocontain the outbreak, causing prolonged closures of workplaces and a noticeable reduction in regionaland national economic activities. Government restrictions imposed around the world to limit the spreadof COVID-19 resulted in a sharp contraction in global economic activity during 2020 and 2021. At thesame time, governments also took steps designed to soften the extent of the damage to investment, tradeand labour markets. Economic activity recovered unevenly in the second half of 2020 as somejurisdictions imposed renewed restrictions in the fourth quarter in response to a resurgence in COVID-19cases. While a number of vaccine candidates have announced high efficacy rates, raising hopes ofwidespread immunisation from COVID-19 being achieved by the end of 2021 and government

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restrictions being eased, the rollout of vaccination programmes could be uneven across markets,hampering the global pace of recovery even as individual markets return to pre-pandemic levels ofactivity. The effect of the vaccination programmes on the COVID-19 pandemic remains uncertain, andmany countries, including India, are experiencing another wave of the COVID-19 pandemic, and insome cases new variants of COVID-19 could be more contagious. The outbreak of COVID-19 has alsocaused, and may in the future continue to cause, interruptions to the Group’s business operations as aresult of the heightened measures in quarantines and restrictions on travel imposed by the governmentsin different parts of the world. The Group is also similarly affected by these policies, and has had totighten its business contingency plans addressing all possible scenarios in order to ensure that criticalbusiness activities and service level to clients can be carried out and adhered to in the event of anoutbreak in the proximity of the Group’s business operating premises. The Group is monitoring theongoing outbreak of COVID-19 carefully as it evolves to understand the potential impact on its peopleand businesses.

In addition, for example, past occurrences of epidemics such as SARS have caused different degrees ofdamage to the national and local economies in the PRC. There can be no assurance that there will not bea serious outbreak or recurrence of an outbreak of influenza A/H1N1, MERS, COVID-19 or anothercontagious disease in Hong Kong or the PRC in the future. If such an outbreak were to occur, it mayhave a material adverse impact on the business, financial condition or results of operations of the Group.

Any business disruptions resulting from acts of God, acts of war, epidemics and other factorsoutside of the Group’s control could affect the Group’s business and might result in substantialcosts.

The Group’s business is subject to general, social and political conditions. The Group’s business wouldbe adversely affected by any unexpected events, including but not limited to riots, fire, powerdisruptions, strikes, civil or social disruption, outages, natural disasters, terrorist activities, equipment orsystem failures, industrial action and environmental issues, which increase the cost of doing business orotherwise adversely affect the Group’s operations or those of its customers or suppliers.

Natural disasters, epidemics, pandemics, health emergencies (or concerns over the possibility of one)acts of God and other disasters that are beyond the Group’s control may materially and adversely affectthe economy and infrastructure. The Group’s business, financial condition and operating results may bematerially and adversely affected as a result.

Epidemics threaten people’s lives and may materially and adversely affect their livelihoods as well astheir living and consumption patterns. The occurrence of an epidemic is beyond the Group’s control, andthere is no assurance that another outbreak of severe acute respiratory syndrome, H1N1 swine influenza,Ebola virus disease, Middle East respiratory syndrome, Zika virus disease or COVID-19 will nothappen. There is no assurance that an outbreak of this or any other disease will not become an epidemicor pandemic. Any epidemic or pandemic occurring in Hong Kong or the PRC may materially andadversely affect the business, financial condition and operating results of the Group.

Acts of war and terrorism may cause damage or disruption to the Group or its employees, facilities,markets, suppliers or customers, any of which may materially and adversely impact the Group’s revenue,cost of sales, financial condition and operating results. Potential war or terrorist attacks may also causeuncertainty and cause the Group’s business to suffer in ways that cannot be accurately predicted.

The Group may not be able to identify money laundering activities or other illegal or improperactivities fully or on a timely basis, which could expose it to additional liability and adverselyaffect its business.

The Group is required to comply with applicable anti-money laundering, anti-terrorism laws and otherregulations in Hong Kong, the PRC, British Virgin Islands and any other jurisdictions in which itoperates. These laws and regulations require the Group, among other things, to adopt and enforce‘‘know your customer’’ policies and procedures and to report suspicious transactions to the applicable

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regulatory authorities in different jurisdictions. While the Group has adopted policies and proceduresaimed at detecting and preventing the use of its networks for money-laundering activities and byterrorists and terrorist-related organisations and individuals generally, such policies and procedures maynot completely eliminate instances where its networks may be used by other parties to engage in moneylaundering and other illegal or improper activities. To the extent the Group may fail to comply fullywith applicable laws and regulations, the relevant government agencies to which the Group reports havethe power and authority to impose fines and other penalties on the Group, which may adversely affectits business.

The Group’s operations are dependent upon the services of its executive directors and keymanagement personnel.

The Group relies upon the ability, expertise, judgment, discretion, integrity and good faith of itsexecutive directors and senior management team. The Group’s success is dependent upon its personneland key consultants and its ability to recruit and retain high quality employees. The Group mustcontinue to recruit, retain and motivate management and other employees sufficiently to maintain itscurrent business. This recruitment and retention may have significant cost implications if marketremuneration packages increase. In addition, if a member of the key management personnel joins acompetitor or forms a competing company, the loss of the services of any such person or several of suchpersons or failure to recruit suitable or comparable replacements could have an adverse effect on theGroup’s business, financial condition or results of operations.

The Group’s investment consultants and professionals are critical to its ability to attract and retaincustomers.

Hiring and retaining highly skilled professionals is critical to the Group’s ability to attract and retaincustomers. The market for asset management and other professionals, including underwriting sponsors,research analysts, traders, marketing and customer support staff and information technology and otheroperations personnel in the Asia-Pacific region, is highly competitive and has grown more so recently ascustomers focus increasingly on investment performance and as employers such as investment banks andhedge funds increase their recruitment activity. As a result, movement of such individuals amongdifferent firms is frequent.

The Group endeavours to provide its employees with competitive compensation and benefits. Failure toobtain or retain the services of key personnel may materially and adversely affect the performance of theGroup’s products, its ability to develop new products and the attractiveness of its services to potentialand current customers.

Damage to reputation or brand, including as a result of negative publicity with respect to theICBC Group and other companies affiliated with the ICBC Group, may materially and adverselyaffect the Group’s business, financial condition, results of operations and prospects.

The Group’s operations across its principal business lines are dependent on customers’ confidence in theGroup’s business and the support of the ICBC Group and therefore the Group and the ICBC Group’sbrand and reputation. This makes the Group vulnerable to negative publicity and market perceptions thatmay be difficult or impossible for it to control. The Group’s reputation and brand are accordingly vitalto the success of its business.

Brand or reputation can be negatively impacted by a large number of events both within and beyond theGroup’s control, including failure in information technology or data breach, an adverse claim beingmade against a member of the ICBC Group, whether successful or not, and including frivolous andvexatious claims, perceived deteriorations in financial strength, regulatory sanctions or incidents offraud. If its reputation or brand is damaged, the Group could lose existing customers and find it difficultto cultivate new business. Each of these may have an adverse effect on the Group’s business, financialcondition, results of operations and prospects.

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Misuse of, or failure to control properly, customers’ personal or financial information could proveharmful to the Group.

The Group is subject to the Personal Data (Privacy) Ordinance (Cap. 486) (‘‘Personal Data (Privacy)Ordinance’’) of Hong Kong which regulates ‘‘data users’’ such as finance companies that use databasesof personal information for their businesses and protects the privacy of individuals in relation topersonal data. The Group acquires a large amount of personal and financial information relating to itscustomers. In addition, certain third party vendors provide services to the Group using personal andfinancial information of the Group’s customers that the Group provides to them. In particular, as theGroup relies on third party encryption and authentication technology to transmit confidential informationover public networks, the security of such confidential information may become jeopardised. Improperuse or disclosure of, or a failure to protect or properly control such information could result in violationsof the Personal Data (Privacy) Ordinance and other applicable laws, harming the Group’s reputation andbusiness. The Group takes precautionary measures to regulate the disclosure of customers’ personalinformation, but these measures may not be effective in all cases, particularly in respect of third-partyvendors.

Employee misconduct such as fraud could adversely affect the Group’s business and reputation.

Employee misconduct, which can include violations of laws or regulations concerning the offering andsale of the Group’s financial products and fraudulent or otherwise improper activity, could result inregulatory violations and sanctions which could harm the Group’s reputation and business, particularlysince many of the Group’s employees are involved in direct dealing with customers. Commonweaknesses that facilitate fraud include the failure to implement effectively a centralised managementand supervision, inadequate segregation of duties, insufficient access controls and certain actions takenby employees which are not consistent with the Group’s internal control policies. The Group has arobust and solid framework and leverages on ICBC Group’s infrastructure, which is intended to reducethe risk of employee misconduct and outside parties’ misconduct and fraud. However, the Group maynot always be able to timely detect or prevent such misconduct, and this risk cannot be completelyeliminated. Instances of employee misconduct in the future could have consequences that materially andadversely affect the Group’s business, reputation and prospects.

The risk of an unfavourable outcome to litigation against the Group could adversely affect theGroup’s business, financial condition, results of operations and prospects.

The Group is exposed to litigation risk relating to the operations of its businesses on an ongoing basis.While the outcome of any pending or future litigation cannot be foreseen given the inherentunpredictability of litigation, it is possible that an adverse outcome in any one or more matters may havea material and adverse effect on the Group’s business, financial condition, results of operations andprospects.

The Group is subject to legal and compliance risks.

Legal risks arise from a variety of sources with the potential to cause harm to the Group and its abilityto operate. These issues require the Group to deal appropriately with potential conflicts of interest; legaland regulatory requirements; ethical issues; anti-money laundering laws or regulations; privacy laws;information security policies; sales and trading practices; and conduct by companies with which it isassociated. Failure to address these issues appropriately may give rise to additional legal and compliancerisk to the Group, with an increase in the number of litigation claims and the amount of damagesasserted against the Group, or subject the Group to regulatory enforcement actions, fines, or penalties orreputational damage.

Potential claims and liabilities in relation to information retrieved from the Group’s website.

As the Group’s website may involve the displaying of or hyperlinking to information from otherwebsites, there is a risk that claims may be made against the Group for defamation, negligence,copyright or trademark infringement or other claims related to the nature and content of such materials.

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The Group has published disclaimers in prominent areas to discharge its liability arising from contentprovided by third parties. No claims were ever made against the Group for defamation, negligence,copyright or trademark infringement or other claims related to the nature and content of such materialsduring the years ended 31 December 2018, 2019 and 2020. However, legal action may still be takenagainst the Group in respect of any such liability. Any imposition of liability could have a material andadverse effect on the Group’s business, financial condition and results of operations.

RISKS RELATING TO THE PRC

PRC economic, political and social conditions, as well as government policies, could affect theGroup’s results of operation, financial condition and prospects.

The Group’s business, financial operation, results of operations, and prospects will be subject to theeconomic, political and legal developments of the PRC.

The economy of the PRC differs from the economies of most developed countries in many respects,including but not limited to its political structure, level of government involvement, level ofdevelopment, growth rate, control of foreign exchange and allocation of resources.

The PRC economy has been in transition from a planned economy to a market-oriented economy. Forthe past three decades, the PRC government has implemented economic reform measures emphasisingutilisation of market forces in the development of the PRC economy.

However, the PRC government retains the power to implement macroeconomic policies affecting thePRC economy, and has previously implemented measures to slow the pace of growth of the PRCeconomy, including raising interest rates and issuing administrative guidelines to control lending tocertain industries. Additionally, the risk remains that the global economy, including the PRC economy,may suffer a recession and the PRC government may have to readjust its macroeconomic controlmeasures accordingly, causing the growth or demand for the Group’s products to slow down andadversely impacting the Group’s, business, financial condition and results of operations.

Certain PRC regulations governing PRC companies are less developed than those applicable tocompanies incorporated in more developed countries.

A number of the Group’s members are established in the PRC and are subject to PRC regulationsgoverning PRC companies. These regulations contain certain provisions that are required to be includedin the joint venture contracts, articles of association and other major operational agreements of thesePRC companies and are intended to regulate the internal affairs of these companies. These regulations,and in particular, the provisions for protection of shareholders’ rights and access to information, are lessdeveloped than those applicable to companies incorporated in Hong Kong, the United States, the UnitedKingdom and other developed jurisdictions. In addition, any control which the Group has over any PRCentities within the Group and the exercise of its corresponding shareholder rights are subject to theirrespective articles of association and PRC laws applicable to foreign-invested enterprises in the PRC.Such laws and the application thereof may be different from the laws of other developed jurisdictions.

RISKS RELATING TO THE NOTES ISSUED UNDER THE PROGRAMME AND THEGUARANTEE OF THE NOTES

The Issuer has no material assets and will rely on remittances from the Guarantor and itssubsidiaries to make payments under the Notes.

The Issuer will not conduct business or any other activities other than the offering, sale or issuance ofindebtedness and the lending of the proceeds thereof to any company controlled, directly or indirectly,by the Guarantor and any other activities in connection therewith or related thereto. The Issuer does not

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and will not have any material assets other than amounts due to it from the Guarantor or its subsidiaries,and its ability to make payments under the Notes will depend on its receipt of timely remittances fromthe Guarantor or its subsidiaries.

The ability of the Guarantor to make payments to the Issuer is subject to, among other things, its cashflow conditions, restrictions contained in its articles of association, applicable laws, restrictionscontained in its debt instruments and claims by its creditors. Further, the Guarantor derives part of itsrevenue from its subsidiaries. The Guarantor thus may need to depend on dividends or interest andprincipal payments from its subsidiaries to satisfy its obligations.

As a result, any claim by the Issuer against the Guarantor will be effectively subordinated to existingand future claims of the secured creditors of the Guarantor and, in the case of payment by the Guarantorto the Issuer in the form of capital increases, also to the claims of the other creditors of the Guarantor.The Issuer’s claims will be further effectively subordinated to all existing and future claims of thelenders, holders of debt securities and other creditors, including trade creditors, of the Guarantor’ssubsidiaries (other than the Issuer), from which the Guarantor derives a portion, though not a majority,of its revenue. In the event of an insolvency, bankruptcy, liquidation, reorganisation, dissolution orwinding-up of the business of the Guarantor or any of the Guarantor’s subsidiaries (other than theIssuer), the creditors of the Guarantor or the creditors of the Guarantor’s subsidiaries, as the case maybe, generally will have the right to be paid in full before any distribution is made to the Guarantor or tothe Issuer.

The ratings of the Notes may be downgraded or withdrawn.

Each Tranche of Notes may be rated or unrated, as specified in the applicable Pricing Supplement. Therating represents the opinion of the relevant rating agency and its assessment of the ability of the Issuerand, the Guarantor to perform their respective obligations under the Notes and the Guarantee of theNotes, and credit risks in determining the likelihood that payments will be made when due under theNotes. A rating is not a recommendation to buy, sell or hold securities. The rating can be lowered orwithdrawn at any time. Neither the Issuer nor the Guarantor is obligated to inform holders of the Notesif a rating is lowered or withdrawn. A reduction or withdrawal of a rating may adversely affect themarket price of the Notes.

Any downgrading of the Guarantor’s corporate ratings, or those of its subsidiaries, by ratingagencies could adversely affect the Group’s business and the Group’s liquidity.

Any adverse revision to the Guarantor’s corporate ratings, or those of its subsidiaries, for domestic andinternational debt by rating agencies such as Moody’s and S&P may adversely affect the Group’sbusiness, its financial performance and the trading price of the Notes. Further, the Group’s ability toobtain financing or to access to capital markets may also be limited, thereby lowering its liquidity.

The Guarantor may be unable to make payments on the Guarantee and the Guarantee isstructurally subordinated to other obligations of the Guarantor’s subsidiaries.

The Guarantor is a holding company with limited operations of its own and its ability to make paymentsunder the Guarantee and to make payments to the Issuer under any loan arrangement to fund paymentson the Notes depends upon the receipt of dividends, distributions, interest, loan repayments or advancesfrom its wholly-owned or partly owned subsidiaries, associated companies and jointly controlled entities.The ability of the subsidiaries, jointly controlled entities and associated companies of the Guarantor topay dividends is subject to their performance and cash flow requirements and may be subject toapplicable laws and regulations. The outstanding indebtedness of subsidiaries of the Guarantor maycontain covenants restricting the ability of such subsidiaries to pay dividends in certain circumstancesfor so long as such indebtedness remains outstanding. Moreover, the Guarantor’s percentage interests inits subsidiaries, jointly controlled entities and associated companies could be reduced in the future.

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As the Guarantor is a holding company, payments under the Guarantee are structurally subordinated toall existing and future liabilities and obligations of each of the Guarantor’s subsidiaries and associatedcompanies, except for those liabilities and obligations of the Issuer. Claims of creditors of suchsubsidiaries and associated companies will have priority as to the assets of such subsidiaries andassociated companies over the Guarantor and its creditors, including holders of the Notes seeking toenforce the Guarantee. The Guarantor’s obligations under the Guarantee will not be guaranteed by anyof its subsidiaries or associated companies. The Notes do not contain any restrictions on the ability ofthe Guarantor’s subsidiaries or associated companies to incur additional unsecured indebtedness.

The Financial Institutions (Resolution) Ordinance may adversely affect the Notes.

On 7 July 2017, the Financial Institutions (Resolution) Ordinance (Cap. 628) of Hong Kong (the‘‘FIRO’’) came into operation. The FIRO provides for, among other things, the establishment of aresolution regime for authorised institutions and other within scope financial institutions in Hong Kongwhich may be designated by the relevant resolution authorities, which may include the Guarantor. Theresolution regime seeks to provide the relevant resolution authorities with administrative powers to bringabout timely and orderly resolution in order to stabilise and secure continuity for a failing authorisedinstitution or within scope financial institution in Hong Kong. In particular, the relevant resolutionauthority is provided with powers to affect contractual and property rights as well as payments(including in respect of any priority of payment) that creditors would receive in resolution. These mayinclude, but are not limited to, powers to cancel, write off, modify, convert or replace all or a part of theNotes or the principal amount of, or interest on, the Notes, and powers to amend or alter the contractualprovisions of the Notes, all of which may adversely affect the value of the Notes, and the holdersthereof may suffer a loss of some or all of their investment as a result. Holders of Notes may becomesubject to and bound by the FIRO. The implementation of FIRO remains untested and certain detailsrelating to FIRO will be set out through secondary legislation and supporting rules. Therefore, theGuarantor is unable to assess the full impact of FIRO on the financial system generally, the Guarantor’scounterparties, the Guarantor, any of its subsidiaries, its operations and/or its financial position.

The Issuer may be unable to redeem the Notes.

On certain dates, including the occurrence of a Change of Control, any early redemption event specifiedin the relevant Pricing Supplement or otherwise and at maturity of the Notes, the Issuer may, and atmaturity, will, be required to redeem all of the Notes. If such an event were to occur, the Issuer may nothave sufficient cash on hand and may not be able to arrange financing to redeem the Notes in time, oron acceptable terms, or at all. The ability to redeem the Notes in such event may also be limited by theterms of other debt instruments. Failure to repay, repurchase or redeem tendered Notes by the Issuerwould constitute an event of default under the Notes, which may also constitute a default under theterms of other indebtedness of the Group.

The Notes do not restrict the Group’s ability to incur additional debt or to take other actions thatcould negatively impact holders of the Notes.

The Group is not restricted under the Conditions from incurring additional debt, including secured debt,or from repurchasing the Notes. In addition, the covenants applicable to the Notes do not require theGroup to achieve or maintain any minimum financial results relating to the Group’s financial position orresults of operations. The Group’s ability to recapitalise, incur additional debt and take other actions thatare not limited by the Conditions could diminish the Group’s ability to make payments on the Noteswhen due.

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The Issuer and the Guarantor will follow the applicable corporate disclosure standards for debtsecurities listed on the Hong Kong Stock Exchange, which standards may be different from thoseapplicable to companies in certain other countries.

The Issuer and the Guarantor will be subject to reporting obligations in respect of the Notes to be listedon the Hong Kong Stock Exchange. The disclosure standards imposed by the Hong Kong StockExchange may be different from those imposed by securities exchanges in other countries or regions. Asa result, the level of information that is available may not correspond to the level that Noteholders areaccustomed to.

The Notes may not be a suitable investment for all investors

Each potential investor in any Notes must determine the suitability of that investment in light of its owncircumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,the merits and risks of investing in the relevant Notes and the information contained orincorporated by reference in this Offering Circular, any applicable supplement to this OfferingCircular or any Pricing Supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of itsparticular financial situation, an investment in the relevant Notes and the impact such investmentwill have on its overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in therelevant Notes, including where principal or interest is payable in one or more currencies, or wherethe currency for principal or interest payments is different from the potential investor’s currency;

(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of anyrelevant indices and financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios foreconomic, interest rate and other factors that may affect its investment and its ability to bear theapplicable risks.

Some Notes may be complex financial instruments and such instruments may be purchased as a way toreduce risk or enhance yield with an understood, measured, appropriate addition of risk to thepurchaser’s overall portfolios. A potential investor should not invest in Notes which are complexfinancial instruments unless it has the expertise (either alone or with the help of a financial adviser) toevaluate how the Notes will perform under changing conditions, the resulting effects on the value ofsuch Notes and the impact this investment will have on the potential investor’s overall investmentportfolio.

Additionally, the investment activities of certain investors are subject to legal investment laws andregulations, or review or regulation by certain authorities. Each potential investor should consult itslegal advisers to determine whether and to what extent (1) the Notes are legal investments for it, (2) theNotes can be used as collateral for various types of borrowing and (3) other restrictions apply to itspurchase of any Notes.

Financial institutions should consult their legal advisers or the appropriate regulators to determine theappropriate treatment of the Notes under any applicable risk based capital or similar rules.

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Modifications and waivers.

The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting theirinterests generally, or to pass resolutions in writing or through the use of electronic consents. Theseprovisions permit defined majorities to bind all Noteholders including Noteholders who did not attendand vote at the relevant meeting or, as the case may be, did not sign the written resolution or give theirconsent electronically, and including those Noteholders who voted in a manner contrary to the majority.

The Conditions also provide that the Agents may, without the consent of Noteholders or Couponholdersagree to (i) any modification of any of the provisions of the Agency Agreement that is of a formal,minor or technical nature or is made to correct a manifest error, and (ii) any other modification (exceptas mentioned in the Agency Agreement) and any waiver or authorisation of any breach or proposedbreach, of any of the provisions of the Agency Agreement, that is in the opinion of the parties to theAgency Agreement, not materially prejudicial to the interests of the Noteholders.

A change in English law which governs the Notes may adversely affect Noteholders.

The Conditions are governed by English law in effect as at the date of issue of the relevant Notes. Noassurance can be given as to the impact of any possible judicial decision or change to English law oradministrative practice after the date of issue of the relevant Notes.

The Notes may be represented by Global Notes or Global Certificates and holders of a beneficialinterest in a Global Note or Global Certificate must rely on the procedures of the relevantClearing System(s).

Notes issued under the Programme may be represented by one or more Global Notes or GlobalCertificates. Such Global Notes and Global Certificates will be deposited with a common depositary forEuroclear and Clearstream, or lodged with the CMU (each of Euroclear, Clearstream and the CMU, a‘‘Clearing System’’).

Except in the circumstances described in the relevant Global Note or Global Certificate, investors willnot be entitled to receive definitive Notes. The relevant Clearing System(s) will maintain records of thebeneficial interests in the Global Notes and the Global Certificates. While the Notes are represented byone or more Global Notes or Global Certificates, investors will be able to trade their beneficial interestsonly through the Clearing Systems.

While the Notes are represented by one or more Global Notes or Global Certificates, the Issuer, orfailing which, the Guarantor will discharge its payment obligations under the Notes by making paymentsto the relevant Clearing Systems for distribution to their account holders or in the case of the CMU, tothe persons for whose account(s) interests in such Global Note or Global Certificate are credited asbeing held with the CMU in accordance with the CMU Rules at the relevant time. A holder of abeneficial interest in a Global Note or Global Certificate must rely on the procedures of the relevantClearing System(s) to receive payments under the relevant Notes. Neither the Issuer nor the Guarantorhas any responsibility or liability for the records relating to, or payments made in respect of, beneficialinterests in the Global Notes and the Global Certificates.

Holders of beneficial interests in the Global Notes and the Global Certificates will not have a directright to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to theextent that they are enabled by the relevant Clearing System(s) to appoint appropriate proxies.

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Noteholders should be aware that Definitive Notes which have a denomination that is not anintegral multiple of the minimum denomination may be illiquid and difficult to trade.

Notes may be issued with a minimum denomination. The Pricing Supplement of a Tranche of Notes mayprovide that, for so long as the Notes are represented by a Global Note or a Global Certificate and therelevant Clearing System(s) so permit, the Notes will be tradable in nominal amounts (a) equal to, orintegral multiples of, the minimum denomination, and (b) the minimum denomination plus integralmultiples of an amount lower than the minimum denomination.

Definitive Notes will only be issued (i) upon expiry of such period of notice as may be specified in therelevant Pricing Supplement; or (ii) upon demand at any time as specified in the relevant PricingSupplement; or (iii) if the relevant Pricing Supplement specifies ‘‘in the limited circumstances describedin the Permanent Global Note’’, then upon either of the following events occurs: (a) if the relevantClearing System(s) is/are closed for business for a continuous period of 14 days (other than by reason oflegal holidays) or announces an intention permanently to cease business, or (b) any of the circumstancesdescribed in Condition 14 (Events of Default) of the Terms and Conditions of the Notes occurs. ThePricing Supplement may provide that, if Definitive Notes are issued, such Notes will be issued inrespect of all holdings of Notes equal to or greater than the minimum denomination. However,Noteholders should be aware that Definitive Notes that have a denomination that is not an integralmultiple of the minimum denomination may be illiquid and difficult to trade. Definitive Notes will in nocircumstances be issued to any person holding Notes in an amount lower than the minimumdenomination and such Notes will be cancelled and holders will have no rights against the Issuer(including rights to receive principal or interest or to vote) in respect of such Notes.

Gains on the transfer of the Notes may become subject to income taxes under PRC tax laws.

Under the PRC Enterprise Income Tax Law, the PRC Individual Income Tax Law and the relevantimplementing rules, as amended from time to time, any gain realised on the transfer of the Notes bynon-PRC resident enterprise or individual Noteholders may be subject to PRC enterprise income tax(‘‘EIT’’) or PRC individual income tax (‘‘IIT’’) if such gain is income derived from sources within thePRC. However, uncertainty remains as to whether the gain realised from the transfer of the Notes bynon-PRC resident enterprise or individual Noteholders would be treated as income derived from sourceswithin the PRC and subject to the EIT or IIT. This will depend on how the PRC tax authorities interpret,apply or enforce the PRC Enterprise Income Tax Law, the PRC Individual Income Tax Law and therelevant implementing rules. According to the arrangement between the PRC and Hong Kong, foravoidance of double taxation, Noteholders who are residents of Hong Kong, including enterpriseNoteholders and individual Noteholders, will not be subject to the PRC EIT or IIT on capital gainsderived from a sale or exchange of the Notes.

Therefore, if non-PRC enterprise or individual resident Noteholders are required to pay PRC income taxon gains derived from the transfer of the Notes (subject to the stipulations under the PRC EnterpriseIncome Tax Law, the PRC Individual Income Tax Law and the relevant implementing rules thereof,such EIT is currently levied at the rate of 10 per cent. of gains realised and such IIT is currently leviedat the rate of 20 per cent. of gains realised (with deduction of reasonable expenses), unless there is anapplicable tax treaty between PRC and the jurisdiction in which such non-PRC enterprise or individualresident holders of the Notes are tax resident that reduces or exempts the relevant EIT or IIT), the valueof their investment in the Notes may be materially and adversely affected.

If the Issuer or the Guarantor is unable to comply with the restrictions and covenants in theirrespective debt agreements (if any), or the Notes, there could be a default under the terms of theseagreements, or the Notes, which could cause repayment of the debts of the Issuer or the Guarantorto be accelerated.

If the Issuer or the Guarantor is unable to comply with the restrictions and covenants in the Notes, orcurrent or future debt obligations and other agreements (if any), there could be a default under the termsof these agreements. In the event of a default under these agreements, the holders of the debts could

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terminate their commitments to lend to the Issuer or the Guarantor, accelerate repayment of the debts,declare all amounts borrowed due and payable or terminate the agreements, as the case may be.Furthermore, those debt agreements may contain cross-acceleration or cross-default provisions. As aresult, the default by the Issuer or the Guarantor under one debt agreement may cause the acceleration ofrepayment of debts or result in a default under its other debt agreements, including the Notes. If any ofthese events occur, there can be no assurance that there would be sufficient assets and cash flows torepay in full all of indebtedness of the Issuer or the Guarantor, or that it would be able to findalternative financing. Even if the Issuer or the Guarantor could obtain alternative financing, there can beno assurance that it would be on terms that are favourable or acceptable to the Issuer or the Guarantor.

There may be potential tax implications on the Notes if the Issuer or the Guarantor is affected byFIRO or other statutory bail-in regimes.

In the event that Notes may be or become subject to a statutory bail-in regime under the laws of anyjurisdiction (other than any part of the United Kingdom), HM Revenue & Customs may regard suchNotes as not being exempt loan capital and any instrument transferring Notes on sale could be subject tostamp duty. Persons considering purchasing the Notes should consult their own tax advisers concerningthe possible tax consequences of buying, holding or selling any Notes.

The insolvency laws of British Virgin Islands and Hong Kong and other local insolvency laws maydiffer from those of another jurisdiction with which the holders of the Notes are familiar. As the Issueris incorporated under the laws of British Virgin Islands and the Guarantor is incorporated under the lawsof Hong Kong, any insolvency proceeding relating to the Issuer or the Guarantor would likely involveinsolvency laws of the British Virgin Islands or Hong Kong, as applicable, the procedural andsubstantive provisions of which may differ from comparable provisions of the local insolvency laws ofjurisdictions with which the holders of the Notes are familiar.

RISKS RELATING TO A PARTICULAR ISSUE OF NOTES

A wide range of Notes may be issued under the Programme. A number of these Notes may have featureswhich contain particular risks for potential investors. Set out below is a description of certain suchfeatures.

Notes subject to optional redemption by the Issuer may have a lower market value than Notes thatcannot be redeemed.

The Notes may be redeemed at the option of the Issuer pursuant to Condition 10(b) and Condition 10(c)of the Terms and Conditions of the Notes. An optional redemption feature is likely to limit the marketvalue of Notes. During any period when the Issuer may elect to redeem Notes, the market value of thoseNotes generally will not rise substantially above the price at which they can be redeemed. This also maybe true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rateon the Notes. At those times, an investor generally would not be able to reinvest the redemptionproceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and mayonly be able to do so at a significantly lower rate. Potential investors should consider reinvestment riskin light of other investments available at that time.

Dual Currency Notes have features which are different from single currency issues.

The Issuer may issue Notes with principal or interest payable in one or more currencies which may bedifferent from the currency in which the Notes are denominated. Potential investors should be awarethat:

(i) the market price of such Notes may be volatile;

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(ii) they may receive no interest;

(iii) payment of principal or interest may occur at a different time or in a different currency thanexpected; and

(iv) the amount of principal payable at redemption may be less than the nominal amount of such Notesor even zero.

Failure by an investor to pay a subsequent instalment of partly paid Notes may result in aninvestor losing all of its investment.

The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to payany subsequent instalments could result in an investor losing all of its investment.

The market price of variable rate Notes with a multiplier or other leverage factor may be volatile.

Notes with variable interest rates can be volatile securities. If they are structured to include multipliersor other leverage factors, or caps or floors, or any combination of those features or other similar relatedfeatures, their market values may be even more volatile than those for securities that do not include suchfeatures.

Inverse Floating Rate Notes are typically more volatile than conventional floating rate debt. InverseFloating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference ratesuch as the London Interbank Offered Rate. The market values of such Notes typically are more volatilethan market values of other conventional floating rate debt securities based on the same reference rate(and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because anincrease in the reference rate not only decreases the interest rate of the Notes, but may also reflect anincrease in prevailing interest rates, which further adversely affects the market value of these Notes.

Notes carrying an interest rate which may be converted from fixed to floating interest rates andvice versa, may have lower market values than other Notes.

Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixedrate to a floating rate, or from a floating rate to a fixed rate. The Issuer’s ability to convert the interestrate will affect the secondary market and the market value of such Notes since the Issuer may beexpected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuerconverts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be lessfavourable than then prevailing spreads on comparable Floating Rate Notes tied to the same referencerate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If theIssuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rateson its Notes.

The market prices of Notes issued at a substantial discount or premium tend to fluctuate more inrelation to general changes in interest rates than do prices for conventional interest bearingsecurities.

The market values of securities issued at a substantial discount or premium to their nominal amount tendto fluctuate more in relation to general changes in interest rates than do prices for conventional interestbearing securities. Generally, the longer the remaining term of the securities, the greater the pricevolatility as compared to conventional interest bearing securities with comparable maturities.

Investors may lose part or all of their investment in any Index Linked Notes issued.

If, in the case of a particular Tranche of Notes, the relevant Pricing Supplement specifies that the Notesare Index Linked Notes or variable redemption amount Notes, there is a risk that the investor may losethe value of its entire investment or part of it.

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The regulation and reform of ‘‘benchmarks’’ may adversely affect the value of Notes linked to orreferencing such ‘‘benchmarks’’.

Interest rates and indices which are deemed to be ‘‘benchmarks’’, (including the London interbankoffered rate (‘‘LIBOR’’) and the euro interbank offered rate (‘‘EURIBOR’’)) are the subject of nationaland international regulatory guidance and proposals for reform. Some of these reforms are alreadyeffective whilst others are still to be implemented. These reforms may cause such benchmarks toperform differently than in the past, to disappear entirely, or have other consequences which cannot bepredicted. Any such consequence could have a material adverse effect on any Notes referencing such abenchmark.

Regulation (EU) 2016/1011 (the ‘‘EU Benchmarks Regulation’’) applies, subject to certain transitionalprovisions, to the provision of benchmarks, the contribution of input data to a benchmark and the use ofa benchmark within the EU. Among other things, it (i) requires benchmark administrators to beauthorised or registered (or, if non-EU-based, to be subject to an equivalent regime or otherwiserecognised or endorsed) and (ii) prevents certain uses by EU supervised entities of benchmarks ofadministrators that are not authorised or registered (or, if non-EU based, not deemed equivalent orrecognised or endorsed). Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of theEUWA (the ‘‘UK Benchmarks Regulation’’) among other things, applies to the provision ofbenchmarks and the use of a benchmark in the UK. Similarly, it prohibits the use in the UK by UKsupervised entities of benchmarks of administrators that are not authorised by the FCA or registered onthe FCA register (or, if non-UK based, not deemed equivalent or recognised or endorsed).

The EU Benchmarks Regulation and/or the UK Benchmarks Regulation, as applicable, could have amaterial impact on any Notes linked to or referencing a benchmark in particular, if the methodology orother terms of the benchmark are changed in order to comply with the requirements of the EUBenchmarks Regulation and/or the UK Benchmarks Regulation, as applicable. Such changes could,among other things, have the effect of reducing, increasing or otherwise affecting the volatility of thepublished rate or level of the relevant benchmark.

More broadly, any of the international or national reforms, or the general increased regulatory scrutinyof benchmarks, could increase the costs and risks of administering or otherwise participating in thesetting of a benchmark and complying with any such regulations or requirements.

Specifically, the sustainability of LIBOR has been questioned as a result of the absence of relevantactive underlying markets and possible disincentives (including possibly as a result of benchmarkreforms) for market participants to continue contributing to such benchmarks. The FCA has indicatedthrough a series of announcements that the continuation of LIBOR on the current basis cannot and willnot be guaranteed after 2021. On 5 March 2021, ICE Benchmark Administration Limited (‘‘IBA’’), theadministrator of LIBOR, published a statement confirming its intention to cease publication of allLIBOR settings, together with the dates on which this will occur, subject to the FCA exercising itspowers to require IBA to continue publishing such LIBOR settings using a changed methodology (the‘‘IBA announcement’’). Concurrently, the FCA published a statement on the future cessation and lossof representativeness of all LIBOR currencies and tenors, following the dates on which IBA hasindicated it will cease publication (the ‘‘FCA announcement’’). Permanent cessation will occurimmediately after 31 December 2021 for all Euro and Swiss Franc LIBOR tenors and certain Sterling,Japanese Yen and US Dollar LIBOR settings and immediately after 30 June 2023 for certain other USDLIBOR settings. In relation to the remaining LIBOR settings (1-month, 3-month and 6-month Sterling,US Dollar and Japanese Yen LIBOR settings), the FCA will consult on, or continue to consider the casefor, using its powers to require IBA to continue their publication under a changed methodology for afurther period after end-2021 (end-June 2023 in the case of US Dollar LIBOR). The FCA announcementstates that consequently, these LIBOR settings will no longer be representative of the underlying marketthat such settings are intended to measure immediately after 31 December 2021, in the case of the

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Sterling and Japanese Yen LIBOR settings and immediately after 30 June 2023, in the case of the USDLIBOR settings. Any continued publication of the Japanese Yen LIBOR settings will also ceasepermanently at the end of 2022.

Separately, the euro risk free-rate working group for the euro area has published a set of guidingprinciples and high level recommendations for fallback provisions in, amongst other things, new eurodenominated cash products (including bonds) referencing EURIBOR. The guiding principles indicate,amongst other things, that continuing to reference EURIBOR in relevant contracts (without robustfallback provisions) may increase the risk to the euro area financial system. On 11 May 2021, the eurorisk-free rate working group published its recommendations on EURIBOR fallback trigger events andfallback rates.

The potential elimination of the LIBOR benchmark or any other benchmark, or changes in the manner ofadministration of any benchmark, could require an adjustment to the Conditions, or result in otherconsequences, in respect of any Notes linked to such benchmark. Such factors may have (withoutlimitation) the following effects on certain benchmarks: (i) discouraging market participants fromcontinuing to administer or contribute to a benchmark; (ii) triggering changes in the rules ormethodologies used in the benchmark and/or (iii) leading to the disappearance of the benchmark. Any ofthe above changes or any other consequential changes as a result of international or national reforms orother initiatives or investigations, could have a material adverse effect on the value of and return on anyNotes linked to, referencing, or otherwise dependent (in whole or in part) upon, a benchmark.

The Terms and Conditions of the Notes provide for certain fallback arrangements in the event that aBenchmark Event occurs, including if an inter-bank offered rate (such as LIBOR or EURIBOR) or otherrelevant reference rate (which could include, without limitation, any mid-swap rate), and/or any page onwhich such benchmark may be published (or any successor service) becomes unavailable, or if anyPaying Agent, Calculation Agent, the Issuer or other party is no longer permitted lawfully to calculateinterest on any Notes by reference to such benchmark. Such fallback arrangements include thepossibility that the rate of interest could be set by reference to a Successor Rate or an AlternativeReference Rate (both as defined in the Terms and Conditions of the Notes), with or without theapplication of an Adjustment Spread (as defined in the Terms and Conditions of the Notes). AdjustmentSpread is (i) the spread or a formula or methodology for calculating a spread which is formallyrecommended in relation to the replacement of the Reference Rate (as defined in the Terms andConditions of the Notes) with the Successor Rate by any Relevant Nominating Body (as defined in theTerms and Conditions of the Notes); (ii) if no such recommendation has been made or in the case of anAlternative Reference Rate, the spread, formula or methodology which the Independent Adviser (asdefined in the Terms and Conditions of the Notes) (in consultation with the Issuer) or the Issuer (actingin a reasonable manner) (as applicable) determines is recognised or acknowledged as being in customarymarket usage in international debt capital markets transactions which reference the Reference Rate,where such rate has been replaced by the Successor Rate or the Alternative Reference Rate (asapplicable); or (iii) if the Independent Adviser (in consultation with the Issuer) or the Issuer (acting in areasonable manner) (as applicable) determines that no such customary market usage is recognised oracknowledged, the spread, formula or methodology which the Independent Adviser (in consultation withthe Issuer) or the Issuer in its discretion (as applicable), determines (acting in a reasonable manner) tobe appropriate, having regard to the objective, so far as is reasonably practicable in the circumstancesand solely for the purposes of this limb (iii) only, of reducing or eliminating any economic prejudice orbenefit (as the case may be) to the Noteholders and Couponholders. There is no guarantee that anyAdjustment Spread will be determined or applied. If no Adjustment Spread is determined, a SuccessorRate or Alternative Reference Rate may nonetheless be used to determine the Rate of Interest.

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The use of any such Successor Rate or Alternative Reference Rate or, if applied, Adjustment Spread todetermine the Rate of Interest may result in Notes linked to or referencing the initial inter-bank offeredrate or other relevant reference rate performing differently (including paying a lower Rate of Interest)than they would do if the initial inter-bank offered rate or other relevant reference rate (as applicable)were to continue to apply in its current form.

Under these fallback arrangements, the Issuer will use all reasonable endeavours to appoint, as soon asreasonably practicable, an Independent Adviser (as defined in the Terms and Conditions of the Notes) todetermine the Successor Rate or Alternative Reference Rate (as applicable) no later than five BusinessDays (as defined in the Terms and Conditions of the Notes) prior to the relevant Interest DeterminationDate (the ‘‘IA Determination Cut-off Date’’), but in the event that the Issuer (acting in reasonablemanner) is unable to appoint an Independent Adviser, or such Independent Adviser fails to determine theSuccessor Rate or Alternative Reference Rate (as applicable) prior to the IA Determination Cut-off Date,the Issuer (acting in a reasonable manner) will have discretion to, amongst other things, determine therelevant Successor Rate or Alternative Reference Rate (as applicable). There can be no assurance thatsuch Successor Rate or Alternative Reference Rate (as applicable) determined by the Issuer will be set ata level which is on terms commercially acceptable to all Noteholders.

In certain circumstances, the ultimate fallback for the purposes of calculation of Rate of Interest for aparticular Interest Period may result in the Rate of Interest for the last preceding Interest Period beingused. This may result in the effective application of a fixed rate for Floating Rate Notes based on therate which was last observed on the Relevant Screen Page. Due to the uncertainty concerning theavailability of Successor Rates and Alternative Reference Rates, any determinations that may need to bemade by the Issuer and the involvement of an Independent Adviser, there is a risk that the relevantfallback provisions may not operate as intended at the relevant time. Moreover, any of the above mattersor any other significant change to the setting or existence of any relevant reference rate could affect theability of the Issuer to meet its obligations under the Floating Rate Notes or could have a materialadverse effect on the value or liquidity of, and the amount payable under, the Floating Rate Notes.

Investors should consult their own independent advisers and make their own assessment about thepotential risks imposed by the EU Benchmarks Regulation and/or the UK Benchmarks Regulation, asapplicable, or any of the international or national reforms and the possible application of the benchmarkreplacement provisions of the Notes in making any investment decision with respect to any Notesreferencing a benchmark.

The use of Secured Overnight Financing Rate (‘‘SOFR’’) as a reference rate is subject to importantlimitations.

The rate of interest on the Floating Rate Notes may be calculated on the basis of SOFR (as furtherdescribed under Condition 7(d) of the Conditions). In June 2017, the New York Federal Reserve’sAlternative Reference Rates Committee (the ‘‘ARRC’’) announced SOFR as its recommended alternativeto U.S. dollar LIBOR. However, the composition and characteristics of SOFR are not the same as thoseof LIBOR. SOFR is a broad U.S. Treasury repo-financing rate that represents overnight secured fundingtransactions. This means that SOFR is fundamentally different from LIBOR for two key reasons. First,SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, whileLIBOR represents interbank funding over different maturities. As a result, there can be no assurance thatSOFR will perform in the same way as LIBOR would have at any time, including, without limitation, asa result of changes in interest and yield rates in the market, market volatility or global or regionaleconomic, financial, political, or regulatory events. For example, since publication of SOFR began inApril 2018, daily changes in SOFR have, on occasion, been more volatile than daily changes incomparable benchmark or other market rates.

As SOFR is an overnight funding rate, interest on SOFR-based Notes with interest periods longer thanovernight will be calculated on the basis of either the arithmetic mean of SOFR over the relevantinterest period or compounding SOFR during the relevant interest period. As a consequence of this

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calculation method, the amount of interest payable on each interest payment date will only be known ashort period of time prior to the relevant interest payment date. Noteholders therefore will not know inadvance the interest amount which will be payable on such Notes.

Although the Federal Reserve Bank of New York has published historical indicative SOFR informationgoing back to 2014, such prepublication of historical data inherently involves assumptions, estimatesand approximations. Noteholders should not rely on any historical changes or trends in the SOFR as anindicator of future changes in the SOFR.

The Federal Reserve Bank of New York notes on its publication page for SOFR that use of the SOFR issubject to important limitations and disclaimers, including that the Federal Reserve Bank of New Yorkmay alter the methods of calculation, publication schedule, rate revision practices or availability of theSOFR at any time without notice. In addition, SOFR is published by the Federal Reserve Bank of NewYork based on data received from other sources. There can be no guarantee that the SOFR will not bediscontinued or fundamentally altered in a manner that is materially adverse to the interests of theNoteholders. If the manner in which the SOFR is calculated is changed or if SOFR is discontinued, thatchange or discontinuance may result in a reduction or elimination of the amount of interest payable onthe Notes and a reduction in the trading prices of the Notes which would negatively impact theNoteholders who could lose part of their investment.

The Terms and Conditions of the Notes provide for certain fallback arrangements in the event that aSOFR Benchmark Event occurs, which is based on the ARRC recommended language. There is howeverno guarantee that the fallback arrangements will operate as intended at the relevant time or operate onterms commercially acceptable to all Noteholders. Investors should consult their own independentadvisers and make their own assessment about the potential risks in making any investment decisionwith respect to any Notes linked to SOFR.

The market continues to develop in relation to SOFR as a reference rate for Floating Rate Notes.

Investors should be aware that the market continues to develop in relation to SOFR and its adoption asan alternative to U.S. dollar LIBOR. Market participants and relevant working groups are exploringalternative reference rates based on SOFR (which seek to measure the market’s forward expectation of aSOFR rate over a designated term). The market or a significant part thereof may adopt an application ofSOFR that differs significantly from that set out in the Terms and Conditions of the Notes. In addition,the manner of adoption or application of SOFR in the bond markets may differ materially comparedwith the application and adoption of SOFR in other markets, such as the derivatives and loan markets.Investors should carefully consider how any mismatch between the adoption of SOFR in the bond, loanand derivatives markets may impact any hedging or other financial arrangements which they may put inplace in connection with any acquisition, holding or disposal of Notes referencing SOFR.

The use of SOFR as a reference rate for bonds is nascent, and may be subject to change anddevelopment, both in terms of the substance of the calculation and in the development and adoption ofmarket infrastructure for the issuance and trading of bonds referencing such rates. Notes referencingSOFR may have no established trading market when issued, and an established trading market maynever develop or may not be very liquid which, in turn, may reduce the trading price of such Notes ormean that investors in such Notes may not be able to sell such Notes at all or may not be able to sellsuch Notes at prices that will provide them with a yield comparable to similar investments that have adeveloped secondary market, and may consequently suffer from increased pricing volatility and marketrisk. Investors should consider these matters when making their investment decision with respect toNotes referencing SOFR.

RISKS RELATING TO THE MARKET GENERALLY

Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk,interest rate risk and credit risk:

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Notes issued under the Programme have no current active trading market and may trade at adiscount to their initial offering price and/or with limited liquidity.

Notes issued under the Programme will be new securities which may not be widely distributed and forwhich there is currently no active trading market (unless in the case of any particular Tranche, suchTranche is to be consolidated with and form a single series with a Tranche of Notes which is alreadyissued). If the Notes are traded after their initial issuance, they may trade at a discount to their initialoffering price, depending upon prevailing interest rates, the market for similar securities, generaleconomic conditions and the financial condition of the Issuer. If the Notes are trading at a discount,investors may not be able to receive a favourable price for their Notes, and in some circumstancesinvestors may not be able to sell their Notes at all or at their fair market value. Although applicationmay be made to the Hong Kong Stock Exchange or another stock exchange for the Notes issued underthe Programme on the Hong Kong Stock Exchange or such other stock exchange, there is no assurancethat such application will be accepted, that any particular Tranche of Notes will be so admitted or thatan active trading market will develop. In addition, the market for investment grade has been subject todisruptions that have caused volatility in prices of securities similar to the Notes issued under theProgramme. Accordingly, there is no assurance as to the development or liquidity of any trading market,or that disruptions will not occur, for any particular Tranche of Notes.

Exchange rate risks and exchange controls may result in investors receiving less interest orprincipal than expected.

The Issuer will pay principal and interest on the Notes in the currency specified in the relevant PricingSupplement (the ‘‘Specified Currency’’). This presents certain risks relating to currency conversions ifan investor’s financial activities are denominated principally in a currency or currency unit (the‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange ratesmay significantly change (including changes due to devaluation of the Specified Currency or revaluationof the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currencymay impose or modify exchange controls. An appreciation in the value of the Investor’s Currencyrelative to the Specified Currency would decrease (1) the Investor’s Currency equivalent yield on theNotes, (2) the Investor’s Currency equivalent value of the principal payable on the Notes and (3) theInvestor’s Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controlsthat could adversely affect an applicable exchange rate. As a result, investors may receive less interestor principal than expected, or no interest or principal.

Changes in market interest rates may adversely affect the value of Fixed Rate Notes.

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates mayadversely affect the value of Fixed Rate Notes.

Credit ratings may not reflect all risks.

One or more independent credit rating agencies may assign credit ratings to an issue of Notes. Theratings may not reflect the potential impact of all risks related to structure, market, additional factorsdiscussed above, and other factors that may affect the value of the Notes. A credit rating is not arecommendation to buy, sell or hold securities and may be suspended, reduced or withdrawn by therating agency at any time.

RISKS RELATING TO RENMINBI DENOMINATED NOTES.

Notes denominated in Renminbi (the ‘‘Renminbi Notes’’) may be issued under the Programme.Renminbi Notes contain particular risks for potential investors.

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Renminbi is not completely freely convertible and there are significant restrictions on theremittance of Renminbi into and outside the PRC which may adversely affect the liquidity ofRenminbi Notes.

Renminbi is not completely freely convertible at present. The PRC Government continues to regulateconversion between Renminbi and foreign currencies, including the Hong Kong dollar, despitesignificant reduction in control by it in recent years over trade transactions involving import and exportof goods and services as well as other frequent routine foreign exchange transactions. These transactionsare known as current account items.

However, remittance of Renminbi by foreign investors into the PRC for purposes such as capitalcontributions, known as capital account items, is generally only permitted upon obtaining specificapprovals from, or completing specific registrations or filings with, the relevant authorities or relevantbanks on a case-by-case basis and subject to a strict monitoring system. Regulations in the PRC on theremittance of Renminbi into the PRC for settlement of capital account items is developing gradually.

Although the PBOC has implemented policies improving accessibility to Renminbi to settle cross-bordertransactions in the past, there is no assurance that the PRC Government will liberalise control overcross-border remittance of Renminbi in the future, that the schemes for Renminbi cross-border utilisationwill not be discontinued or that new regulations in the PRC will not be promulgated in the future whichhave the effect of restricting or eliminating the remittance of Renminbi into or out of the PRC. DespiteRenminbi internationalisation pilot programme and efforts in recent years to internationalise thecurrency, there can be no assurance that the PRC Government will not impose interim or long-termrestrictions on the cross-border remittance of Renminbi. In the event that funds cannot be repatriated outof the PRC in Renminbi, this may affect the overall availability of Renminbi outside the PRC and theability of the relevant Issuer to source Renminbi to finance its obligations under Notes denominated inRenminbi.

There is only limited availability of Renminbi outside the PRC, which may affect the liquidity ofthe Renminbi Notes and the Issuer’s ability to source Renminbi outside the PRC to serviceRenminbi Notes.

As a result of the restrictions by the PRC Government on cross‑border Renminbi fund flows, theavailability of Renminbi outside the PRC is limited.

While PBOC has entered into agreements on the clearing of Renminbi business with financialinstitutions in a number of financial centres and cities (the ‘‘Renminbi Clearing Banks’’), including butnot limited to Hong Kong and are in the process of establishing Renminbi clearing and settlementmechanisms in several other jurisdictions and regions (the ‘‘Settlement Arrangements’’), the currentsize of Renminbi denominated financial assets outside the PRC is limited.

The Renminbi Clearing Banks only have access to onshore liquidity support from the PBOC for thepurpose of squaring open positions of participating banks for limited types of transactions and are notobliged to square for participating banks any open positions resulting from other foreign exchangetransactions or conversion services. In such cases, the participating banks will need to source Renminbifrom outside the PRC to square such open positions.

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, itsgrowth is subject to many constraints as a result of PRC laws and regulations on foreign exchange.There is no assurance that new PRC regulations will not be promulgated or the Settlement Arrangementswill not be terminated or amended in the future which will have the effect of restricting availability ofRenminbi outside the PRC. The limited availability of Renminbi outside the PRC may affect theliquidity of the Renminbi Notes. To the extent the Issuer is required to source Renminbi outside thePRC to service the Renminbi Notes, there is no assurance that the Issuer will be able to source suchRenminbi on satisfactory terms, if at all.

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Investment in the Renminbi Notes is subject to exchange rate risks.

The value of Renminbi against other foreign currencies fluctuates from time to time and is affected bychanges in the PRC and international political and economic conditions as well as many other factors.The PBOC has in recent years implemented changes to the way it calculates the Renminbi’s daily mid-point against the U.S. dollar to take into account market-maker quotes before announcing such dailymid-point. This change, and others that may be implemented, may increase the volatility in the value ofthe Renminbi against foreign currencies. All payments of interest and principal will be made inRenminbi with respect to Renminbi Notes unless otherwise specified. As a result, the value of theseRenminbi payments may vary with the changes in the prevailing exchange rates in the marketplace. Ifthe value of Renminbi depreciates against another foreign currency, the value of the investment made bya holder of the Renminbi Notes in that foreign currency will decline.

Payments with respect to the Renminbi Notes may be made only in the manner designated in theRenminbi Notes.

All payments to investors in respect of the Renminbi Notes will be made solely (i) for so long as theRenminbi Notes are represented by global certificates held with the common depositary for ClearstreamBanking S.A. and Euroclear Bank SA/NV or any alternative clearing system, by transfer to a Renminbibank account maintained in Hong Kong or a financial centre in which a Renminbi Clearing Bank clearsand settles Renminbi, if so specified in the Pricing Supplement, (ii) for so long as the Renminbi Notesare represented by global certificates lodged with a sub-custodian for or registered with the CMU, bytransfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing CMU rulesand procedures or (iii) for so long as the Renminbi Notes are in definitive form, by transfer to aRenminbi bank account maintained in Hong Kong or a financial centre in which a Renminbi ClearingBank clears and settles Renminbi, if so specified in the Pricing Supplement in accordance withprevailing rules and regulations. The Issuer cannot be required to make payment by any other means(including in any other currency or by transfer to a bank account in the PRC).

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USE OF PROCEEDS

The net proceeds from each issue of Notes will be on lent by the Issuer to the Guarantor and/or any ofits subsidiaries for general corporate purposes. If, in respect of any issue, there is a particular identifieduse of proceeds, this will be stated in the applicable Pricing Supplement.

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TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions which, as supplemented, amended and/or replacedby the relevant Pricing Supplement, will be endorsed on each Note in definitive form issued under theProgramme. The terms and conditions applicable to any Note in global form will differ from those termsand conditions which would apply to the Note were it in definitive form to the extent described under‘‘Summary of Provisions Relating to the Notes while in Global Form’’ below.

1. Introduction

(a) Programme: Horse Gallop Finance Limited (the ‘‘Issuer’’) has established a Medium TermNote Programme (the ‘‘Programme’’) for the issuance of up to US$4,000,000,000 inaggregate principal amount of notes (the ‘‘Notes’’) guaranteed by ICBC InternationalHoldings Limited (the ‘‘Guarantor’’).

(b) Pricing Supplement: Notes issued under the Programme are issued in series (each a ‘‘Series’’)and each Series may comprise one or more tranches (each a ‘‘Tranche’’) of Notes. EachTranche is the subject of a pricing supplement (the ‘‘Pricing Supplement’’) whichsupplements these terms and conditions (the ‘‘Conditions’’). The terms and conditionsapplicable to any particular Tranche of Notes are these Conditions as supplemented, amendedand/or replaced by the relevant Pricing Supplement. In the event of any inconsistencybetween these Conditions and the relevant Pricing Supplement, the relevant PricingSupplement shall prevail.

(c) Agency Agreement: The Notes are the subject of an issue and paying agency agreement dated15 July 2021, as amended and/or supplemented from time to time (the ‘‘AgencyAgreement’’) between the Issuer, the Guarantor and Industrial and Commercial Bank ofChina (Asia) Limited as fiscal agent (the ‘‘Fiscal Agent’’, which expression includes anysuccessor fiscal agent appointed from time to time in connection with the Notes), as registrar(the ‘‘Registrar’’, which expression includes any successor registrar appointed from time totime in connection with the Notes) and as CMU lodging and paying agent (the ‘‘CMULodging and Paying Agent’’, which expression includes any successor CMU lodging andpaying agent appointed from time to time in connection with the Notes), the paying agentsnamed therein (together with the Fiscal Agent and the CMU Lodging and Paying Agent, the‘‘Paying Agents’’, which expression includes any successor or additional paying agentsappointed from time to time in connection with the Notes) and the transfer agents namedtherein (together with the Registrar, the ‘‘Transfer Agents’’, which expression includes anysuccessor or additional transfer agents appointed from time to time in connection with theNotes). In these Conditions references to the ‘‘Agents’’ are to the Paying Agents and theTransfer Agents and any reference to an ‘‘Agent’’ is to any one of them. For the purposes ofthese Conditions, all references (other than in relation to the determination of interest andother amounts payable in respect of the Notes) to the Fiscal Agent shall, with respect to aSeries of Notes to be held in the CMU (as defined below), be deemed to be a reference to theCMU Lodging and Paying Agent and all such reference shall be construed accordingly.

(d) Deed of Guarantee: The Notes are the subject of a deed of guarantee dated 15 July 2021(such deed of guarantee, as modified and/or supplemented and/or restated from time to time,the ‘‘Deed of Guarantee’’) entered into by the Guarantor.

(e) Deed of Covenant: The Notes may be issued in bearer form (‘‘Bearer Notes’’), or inregistered form (‘‘Registered Notes’’). Registered Notes are constituted by a deed ofcovenant dated 15 July 2021 (such deed of covenant, as modified and/or supplemented and/orrestated from time to time, the ‘‘Deed of Covenant’’) entered into by the Issuer.

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(f) The Notes: All subsequent references in these Conditions to ‘‘Notes’’ are to the Notes whichare the subject of the relevant Pricing Supplement. Copies of the relevant Pricing Supplementare available for viewing and copies may be obtained from the Specified Office of each ofthe Paying Agents and Transfer Agents.

(g) Summaries: Certain provisions of these Conditions are summaries of the Agency Agreement,the Deed of Guarantee and the Deed of Covenant and are subject to their detailed provisions.Noteholders and the holders of the related interest coupons, if any, (the ‘‘Couponholders’’and the ‘‘Coupons’’, respectively) are bound by, and are deemed to have notice of, all theprovisions of the Agency Agreement, the Deed of Guarantee and the Deed of Covenantapplicable to them. Copies of the Agency Agreement, the Deed of Guarantee and the Deed ofCovenant are available for inspection by Noteholders during normal business hours at theSpecified Offices of each of the Agents, the initial Specified Offices of which are set outbelow.

2. Interpretation

(a) Definitions: In these Conditions the following expressions have the following meanings:

‘‘Accrual Yield’’ has the meaning given in the relevant Pricing Supplement;

‘‘Additional Business Centre(s)’’ means the city or cities specified as such in the relevantPricing Supplement;

‘‘Additional Financial Centre(s)’’ means the city or cities specified as such in the relevantPricing Supplement;

‘‘Adjustment Spread’’ means (a) a spread (which may be positive or negative or zero) or (b)a formula or methodology for calculating a spread, in each case required to be applied to theSuccessor Rate or the Alternative Reference Rate (as applicable) and is the spread, formula ormethodology which:

(i) in the case of a Successor Rate, is formally recommended in relation to the replacementof the Reference Rate with the Successor Rate by any Relevant Nominating Body; or

(ii) in the case of a Successor Rate for which no such recommendation has been made or inthe case of an Alternative Reference Rate, the Independent Adviser (in consultationwith the Issuer) or the Issuer (acting in a reasonable manner) (as applicable) determinesis recognised or acknowledged as being in customary market usage in international debtcapital markets transactions which reference the Reference Rate, where such rate hasbeen replaced by the Successor Rate or the Alternative Reference Rate (as applicable);or

(iii) if the Independent Adviser (in consultation with the Issuer) or the Issuer (acting in areasonable manner) (as applicable) determines that no such customary market usage isrecognised or acknowledged, the Independent Adviser (in consultation with the Issuer)or the Issuer in its discretion (as applicable), determines (acting in a reasonable manner)to be appropriate, having regard to the objective, so far as is reasonably practicable inthe circumstances and solely for the purposes of this sub-paragraph (iii) only, ofreducing or eliminating any economic prejudice or benefit (as the case may be) to theNoteholders and Couponholders;

‘‘Alternative Reference Rate’’ means the rate that the Independent Adviser or the Issuer (asapplicable) determines has replaced the relevant Reference Rate in customary market usage inthe international debt capital markets for the purposes of determining rates of interest in

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respect of bonds denominated in the Specified Currency and of a comparable duration to therelevant Interest Period, or, if the Independent Adviser or the Issuer (as applicable)determines that there is no such rate, such other rate as the Independent Adviser or the Issuer(as applicable) determines in its discretion (acting in a reasonable manner) is mostcomparable to the relevant Reference Rate;

‘‘Benchmark Event’’ means, in respect of a Reference Rate for Notes (other than Noteswhere the Reference Rate is specified as being SOFR Benchmark):

(i) such Reference Rate ceasing to be published for a period of at least five Business Daysor ceasing to exist;

(ii) a public statement by the administrator of such Reference Rate that it has ceased or willcease publishing such Reference Rate permanently or indefinitely (in circumstanceswhere no successor administrator has been appointed that will continue publication ofsuch Reference Rate);

(iii) a public statement by the supervisor of the administrator of such Reference Rate thatsuch Reference Rate has been or will be permanently or indefinitely discontinued;

(iv) a public statement by the supervisor of the administrator of such Reference Rate thatmeans such Reference Rate will be prohibited from being used either generally or inrespect of the Notes or that its use will be subject to restrictions or adverseconsequences;

(v) a public statement by the supervisor of the administrator of such Reference Rate that, inthe view of such supervisor, such Reference Rate is no longer representative of anunderlying market or the methodology to calculate such Reference Rate has materiallychanged; or

(vi) it has become unlawful for any Paying Agent, Calculation Agent, the Issuer or otherparty to calculate any payments due to be made to any Noteholder or Couponholderusing such Reference Rate,

(vii) provided that in the case of sub-paragraphs (ii), (iii) and (iv) of this definition, theBenchmark Event shall occur on the date of the cessation of publication of suchReference Rate, the discontinuation of such Reference Rate, or the prohibition of use ofsuch Reference Rate, as the case may be, and not the date of the relevant publicstatement;

‘‘Business Day’’ means:

(a) in relation to any sum payable in euro, a TARGET Settlement Day and a day on whichcommercial banks and foreign exchange markets settle payments generally in each (ifany) Additional Business Centre;

(b) in relation to any sum payable in a currency other than euro and Renminbi, a day onwhich commercial banks and foreign exchange markets settle payments generally in thePrincipal Financial Centre of the relevant currency and in each (if any) AdditionalBusiness Centre (other than TARGET2) as specified in the relevant Pricing Supplement;

(c) if TARGET2 is specified as an Additional Business Centre in the relevant PricingSupplement, a TARGET Settlement Day; and

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(d) for the purposes of Notes denominated in Renminbi only, any day (other than a Sundayor a Saturday) on which commercial banks and foreign exchange markets are open forbusiness and settle Renminbi payments in Hong Kong and are not authorised orobligated by law or executive order to be closed;

‘‘Business Day Convention’’, in relation to any particular date, has the meaning given in therelevant Pricing Supplement and, if so specified in the relevant Pricing Supplement, mayhave different meanings in relation to different dates and, in this context, the followingexpressions shall have the following meanings:

(a) ‘‘Following Business Day Convention’’ means that the relevant date shall bepostponed to the first following day that is a Business Day;

(b) ‘‘Modified Following Business Day Convention’’ or ‘‘Modified Business DayConvention’’ means that the relevant date shall be postponed to the first following daythat is a Business Day unless that day falls in the next calendar month in which casethat date will be the first preceding day that is a Business Day;

(c) ‘‘Preceding Business Day Convention’’ means that the relevant date shall be broughtforward to the first preceding day that is a Business Day;

(d) ‘‘FRN Convention’’, ‘‘Floating Rate Convention’’ or ‘‘Eurodollar Convention’’means that each relevant date shall be the date which numerically corresponds to thepreceding such date in the calendar month which is the number of months specified inthe relevant Pricing Supplement as the Specified Period after the calendar month inwhich the preceding such date occurred provided, however, that:

(i) if there is no such numerically corresponding day in the calendar month in whichany such date should occur, then such date will be the last day which is aBusiness Day in that calendar month;

(ii) if any such date would otherwise fall on a day which is not a Business Day, thensuch date will be the first following day which is a Business Day unless that dayfalls in the next calendar month, in which case it will be the first preceding daywhich is a Business Day; and

(iii) if the preceding such date occurred on the last day in a calendar month which wasa Business Day, then all subsequent such dates will be the last day which is aBusiness Day in the calendar month which is the specified number of months afterthe calendar month in which the preceding such date occurred; and

(e) ‘‘No Adjustment’’ means that the relevant date shall not be adjusted in accordance withany Business Day Convention;

‘‘Calculation Agent’’ means the Fiscal Agent or such other Person specified in the relevantPricing Supplement as the party responsible for calculating the Rate(s) of Interest and InterestAmount(s) and/or such other amount(s) as may be specified in the relevant PricingSupplement;

‘‘Calculation Amount’’ has the meaning given in the relevant Pricing Supplement;

‘‘CMU’’ means the Central Moneymarkets Unit Service, operated by the Hong KongMonetary Authority;

‘‘Coupon Sheet’’ means, in respect of a Note, a coupon sheet relating to the Note;

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‘‘Day Count Fraction’’ means, in respect of the calculation of an amount for any period oftime (the ‘‘Calculation Period’’), such day count fraction as may be specified in theseConditions or the relevant Pricing Supplement and:

(a) if ‘‘Actual/Actual (ICMA)’’ is so specified, means:

(i) where the Calculation Period is equal to or shorter than the Regular Period duringwhich it falls, the actual number of days in the Calculation Period divided by theproduct of (1) the actual number of days in such Regular Period and (2) thenumber of Regular Periods in any year; and

(ii) where the Calculation Period is longer than one Regular Period, the sum of:

(A) the actual number of days in such Calculation Period falling in the RegularPeriod in which it begins divided by the product of (1) the actual number ofdays in such Regular Period and (2) the number of Regular Periods in anyyear; and

(B) the actual number of days in such Calculation Period falling in the nextRegular Period divided by the product of (a) the actual number of days insuch Regular Period and (2) the number of Regular Periods in any year;

(b) if ‘‘Actual/Actual (ISDA)’’ is so specified, means the actual number of days in theCalculation Period divided by 365 (or, if any portion of the Calculation Period falls in aleap year, the sum of (A) the actual number of days in that portion of the CalculationPeriod falling in a leap year divided by 366 and (B) the actual number of days in thatportion of the Calculation Period falling in a non-leap year divided by 365);

(c) if ‘‘Actual/365 (Fixed)’’ is so specified, means the actual number of days in theCalculation Period divided by 365;

(d) if ‘‘Actual/360’’ is so specified, means the actual number of days in the CalculationPeriod divided by 360;

(e) if ‘‘30/360’’ is so specified, the number of days in the Calculation Period divided by360, calculated on a formula basis as follows

Day Count Fraction =[360 × (Y2 – Y1)]+[30 × (M2 – M1)]+(D2 – D1))

360

where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the CalculationPeriod falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;

‘‘M2’’ is the calendar month, expressed as number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;

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‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unlesssuch number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless such number would be 31 and D1 is greaterthan 29, in which case D2 will be 30;

(f) if ‘‘30E/360’’ or ‘‘Eurobond Basis’’ is so specified, the number of days in theCalculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction=[360 × (Y2 – Y1)]+[30 × (M2 – M1)]+(D2 – D1)

360

where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the CalculationPeriod falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unlesssuch number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless such number would be 31, in which case D2

will be 30; and

(g) if ‘‘30E/360 (ISDA)’’ is so specified, the number of days in the Calculation Perioddivided by 360, calculated on a formula basis as follows:

Day Count Fraction =[360 × (Y2 – Y1)]+[30 × (M2 – M1)]+(D2 – D1)

360

where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the CalculationPeriod falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following thelast day included in the Calculation Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of theCalculation Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediatelyfollowing the last day included in the Calculation Period falls;

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‘‘D1’’ is the first calendar day, expressed as a number, of the Calculation Period, unlessthat day is the last day of February or (ii) such number would be 31, in which case D1

will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last dayincluded in the Calculation Period, unless (i) that day is the last day of February but notthe Maturity Date or (ii) such number would be 31, in which case D2 will be 30,provided, however, that in each such case the number of days in the Calculation Periodis calculated from and including the first day of the Calculation Period to but excludingthe last day of the Calculation Period;

‘‘Early Redemption Amount (Change of Control)’’ means, in respect of any Note, 101 percent. of its principal amount or such other amount as may be specified in, or determined inaccordance with, the relevant Pricing Supplement;

‘‘Early Redemption Amount (Tax)’’ means, in respect of any Note, its principal amount orsuch other amount as may be specified in, or determined in accordance with, the relevantPricing Supplement;

‘‘Early Termination Amount’’ means, in respect of any Note, its principal amount or suchother amount as may be specified in, or determined in accordance with, these Conditions orthe relevant Pricing Supplement;

‘‘Extraordinary Resolution’’ has the meaning given in the Agency Agreement;

‘‘Final Redemption Amount’’ means, in respect of any Note, its principal amount or suchother amount as may be specified in, or determined in accordance with, the relevant PricingSupplement;

‘‘First Interest Payment Date’’ means the date specified in the relevant Pricing Supplement;

‘‘Fixed Coupon Amount’’ has the meaning given in the relevant Pricing Supplement;

‘‘Guarantor Material Subsidiary’’ means a Subsidiary of the Guarantor whose total assetsor total revenue (consolidated in the case of a Subsidiary which has Subsidiaries) as at thedate at which its latest audited financial statements were prepared or, as the case may be, forthe financial period to which these audited financial statements relate, account for 5 per cent.or more of the consolidated assets or consolidated revenue of the Guarantor as at such date orfor such period. If a Guarantor Material Subsidiary transfers all of its assets and business toanother Subsidiary of the Guarantor, the transferee shall become a Guarantor MaterialSubsidiary and the transferor shall cease to be a Guarantor Material Subsidiary on completionof such transfer.

‘‘Guarantee of the Notes’’ means the guarantee of the Notes given by the Guarantor in theDeed of Guarantee;

‘‘Holder’’, in the case of Bearer Notes, has the meaning given in Condition 3(b) (Form,Denomination, Title and Transfer – Title to Bearer Notes) and, in the case of RegisteredNotes, has the meaning given in Condition 3(d) (Form, Denomination, Title and Transfer –

Title to Registered Notes);

‘‘Hong Kong’’ means the Hong Kong Special Administrative Region of the PRC;

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‘‘Indebtedness for Borrowed Money’’ means any indebtedness (whether being principal,premium, interest or other amounts) for or in respect of any borrowed money or any liabilityunder or in respect of any acceptance or acceptance credit or any notes, bonds, debentures,debenture stock, loan stock or other securities;

‘‘Independent Adviser’’ means an independent financial institution of international repute orother independent financial adviser of recognised standing and with appropriate expertise, ineach case appointed by the Issuer at its own expense;

‘‘Interest Amount’’ means, in relation to a Note and an Interest Period, the amount ofinterest payable in respect of that Note for that Interest Period;

‘‘Interest Commencement Date’’ means the Issue Date of the Notes or such other date asmay be specified as the Interest Commencement Date in the relevant Pricing Supplement;

‘‘Interest Determination Date’’ has the meaning given in the relevant Pricing Supplement;

‘‘Interest Payment Date’’ means the First Interest Payment Date and any date or datesspecified as such in, or determined in accordance with the provisions of, the relevant PricingSupplement and, if a Business Day Convention is specified in the relevant PricingSupplement:

(a) as the same may be adjusted in accordance with the relevant Business Day Convention;or

(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention orEurodollar Convention and an interval of a number of calendar months is specified inthe relevant Pricing Supplement as being the Specified Period, each of such dates asmay occur in accordance with the FRN Convention, Floating Rate Convention orEurodollar Convention at such Specified Period of calendar months following theInterest Commencement Date (in the case of the first Interest Payment Date) or theprevious Interest Payment Date (in any other case);

‘‘Interest Period’’ means each period beginning on (and including) the InterestCommencement Date or any Interest Payment Date and ending on (but excluding) the nextInterest Payment Date;

‘‘ISDA Definitions’’ means the 2006 ISDA Definitions published by the International Swapsand Derivatives Association, Inc. or any successor thereto, as amended or supplemented fromtime to time, or (if specified in relevant Pricing Supplement) the 2021 Definitions publishedby the International Swaps and Derivatives Association, Inc. or any successor thereto, asamended or supplemented from time to time or any successor definitional booklet for interestrate derivatives published from time to time;

‘‘Issue Date’’ has the meaning given in the relevant Pricing Supplement;

‘‘Margin’’ has the meaning given in the relevant Pricing Supplement;

‘‘Maturity Date’’ has the meaning given in the relevant Pricing Supplement;

‘‘Maximum Redemption Amount’’ has the meaning given in the relevant PricingSupplement;

‘‘Minimum Redemption Amount’’ has the meaning given in the relevant PricingSupplement;

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‘‘NDRC’’ means the National Development and Reform Commission of the PRC;

‘‘Noteholder’’, in the case of Bearer Notes, has the meaning given in Condition 3(b) (Form,Denomination, Title and Transfer – Title to Bearer Notes) and, in the case of RegisteredNotes, has the meaning given in Condition 3(d) (Form, Denomination, Title and Transfer –

Title to Registered Notes);

‘‘Optional Redemption Amount (Call)’’ means, in respect of any Note, its principal amountor such other amount as may be specified in, or determined in accordance with, the relevantPricing Supplement;

‘‘Optional Redemption Amount (Put)’’ means, in respect of any Note, its principal amountor such other amount as may be specified in, or determined in accordance with, the relevantPricing Supplement;

‘‘Optional Redemption Date (Call)’’ has the meaning given in the relevant PricingSupplement;

‘‘Optional Redemption Date (Put)’’ has the meaning given in the relevant PricingSupplement;

‘‘Payment Business Day’’ means:

(a) if the currency of payment is euro, any day which is:

(i) a day on which banks in the relevant place of presentation are open forpresentation and payment of bearer debt securities and for dealings in foreigncurrencies; and

(ii) in the case of payment by transfer to an account, a TARGET Settlement Day anda day on which dealings in foreign currencies may be carried on in each (if any)Additional Financial Centre; or

(b) if the currency of payment is not euro, any day which is:

(i) a day on which banks in the relevant place of presentation are open forpresentation and payment of bearer debt securities and for dealings in foreigncurrencies; and

(ii) in the case of payment by transfer to an account, a day on which dealings inforeign currencies (including, in the case of Notes denominated in Renminbi,settlement of Renminbi payments) may be carried on in the Principal FinancialCentre of the currency of payment and in each (if any) Additional FinancialCentre (other than TARGET2); or

(c) if TARGET2 is specified as an Additional Financial Centre in the relevant PricingSupplement, a TARGET Settlement Day;

‘‘Person’’ includes any individual, company, state owned enterprise, corporation, firm,partnership, joint venture, undertaking, association, organisation, trust, state or agency of astate or other entity (in each case whether or not being a separate legal entity);

‘‘PRC’’ means the People’s Republic of China, which for the purposes of these Conditionsshall not include Hong Kong, the Macau Special Administrative Region or Taiwan;

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‘‘Principal Financial Centre’’ means, in relation to any currency, the principal financialcentre for that currency provided, however, that:

(a) in relation to euro, it means the principal financial centre of such Member State of theEuropean Communities as is selected (in the case of a payment) by the payee or (in thecase of a calculation) by the Calculation Agent; and

(b) in relation to Renminbi, it means Hong Kong or the principal financial centre as isspecified in the applicable Pricing Supplement;

‘‘Put Option Notice’’ means a notice which must be delivered to a Paying Agent by anyNoteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

‘‘Put Option Receipt’’ means a receipt issued by a Paying Agent to a depositing Noteholderupon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise aright to redeem a Note at the option of the Noteholder;

‘‘Rate of Interest’’ means the rate or rates (expressed as a percentage per annum) of interestpayable in respect of the Notes specified in the relevant Pricing Supplement or calculated ordetermined in accordance with the provisions of these Conditions and/or the relevant PricingSupplement;

‘‘Redemption Amount’’ means, as appropriate, the Final Redemption Amount, the EarlyRedemption Amount (Change of Control), the Early Redemption Amount (Tax), the OptionalRedemption Amount (Call), the Optional Redemption Amount (Put), the Early TerminationAmount or such other amount in the nature of a redemption amount as may be specified in,or determined in accordance with the provisions of, the relevant Pricing Supplement;

‘‘Reference Banks’’ has the meaning given in the relevant Pricing Supplement or, if none,four major banks selected by the Calculation Agent in the market that is most closelyconnected with the Reference Rate;

‘‘Reference Price’’ has the meaning given in the relevant Pricing Supplement; ‘‘ReferenceRate’’ has the meaning given in the relevant Pricing Supplement; ‘‘Regular Period’’ means:

(a) in the case of Notes where interest is scheduled to be paid only by means of regularpayments, each period from and including the Interest Commencement Date to butexcluding the first Interest Payment Date and each successive period from and includingone Interest Payment Date to but excluding the next Interest Payment Date;

(b) in the case of Notes where, apart from the first Interest Period, interest is scheduled tobe paid only by means of regular payments, each period from and including a RegularDate falling in any year to but excluding the next Regular Date, where ‘‘Regular Date’’means the day and month (but not the year) on which any Interest Payment Date falls;and

(c) in the case of Notes where, apart from one Interest Period other than the first InterestPeriod, interest is scheduled to be paid only by means of regular payments, each periodfrom and including a Regular Date falling in any year to but excluding the next RegularDate, where ‘‘Regular Date’’ means the day and month (but not the year) on which anyInterest Payment Date falls other than the Interest Payment Date falling at the end ofthe irregular Interest Period;

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‘‘Relevant Date’’ means, in relation to any payment, whichever is the later of (a) the date onwhich the payment in question first becomes due and (b) if the full amount payable has notbeen received in the Principal Financial Centre of the currency of payment by the FiscalAgent on or prior to such due date, the date on which (the full amount having been soreceived) notice to that effect has been given to the Noteholders;

‘‘Relevant Financial Centre’’ has the meaning given in the relevant Pricing Supplement;

‘‘Relevant Indebtedness’’ means any present or future indebtedness (whether beingprincipal, premium, interest or other amounts) for or in respect of (i) any notes, bonds,debentures, debenture stock, loan stock or other similar securities which are for the timebeing, or are capable of being, quoted, listed, ordinarily dealt in or traded on any stockexchange or over-the-counter or other securities market and (ii) any guarantee or indemnityof any such indebtedness, and shall not, in each case, include any Structured Product whichis not issued for capital raising purposes;

‘‘Relevant Nominating Body’’ means, in respect of a reference rate:

(a) the central bank for the currency to which the reference rate relates, or any central bankor other supervisory authority which is responsible for supervising the administrator ofthe reference rate; or

(b) any working group or committee sponsored by, chaired or co-chaired by or constitutedat the request of (a) the central bank for the currency to which the reference rate relates,(b) any central bank or other supervisory authority which is responsible for supervisingthe administrator of the reference rate, (c) a group of the aforementioned central banksor other supervisory authorities, or (d) the Financial Stability Board or any part thereof;

‘‘Relevant Screen Page’’ means the page, section or other part of a particular informationservice (including, without limitation, Reuters) specified as the Relevant Screen Page in therelevant Pricing Supplement, or such other page, section or other part as may replace it onthat information service or such other information service, in each case, as may be nominatedby the Person providing or sponsoring the information appearing there for the purpose ofdisplaying rates or prices comparable to the Reference Rate;

‘‘Relevant Time’’ has the meaning given in the relevant Pricing Supplement;

‘‘Reserved Matter’’ means any proposal: (a) to change any date fixed for payment ofprincipal or interest in respect of the Notes, to reduce the amount of principal or interestpayable on any date in respect of the Notes or to alter the method of calculating the amountof any payment in respect of the Notes on redemption or maturity or the date for any suchpayment; (b) to effect the exchange or substitution of the Notes for, or the conversion of theNotes into, shares, bonds or other obligations or securities of the Issuer or the Guarantor orany other person or body corporate formed or to be formed; (c) to change the currency inwhich amounts due in respect of the Notes are payable; (d) to modify any provision of theGuarantee of the Notes; (e) to change the quorum required at any meeting or the majorityrequired to pass an Extraordinary Resolution; or (f) to amend this definition;

‘‘Specified Currency’’ has the meaning given in the relevant Pricing Supplement;

‘‘Specified Denomination(s)’’ has the meaning given in the relevant Pricing Supplement;

‘‘Specified Office’’ has the meaning given in the Agency Agreement;

‘‘Specified Period’’ has the meaning given in the relevant Pricing Supplement;

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‘‘Structured Product’’ means:

(a) an instrument under which some or all of the return or amount due (or both the returnand the amount due) or the method of settlement is determined by reference to one ormore of:

(i) changes in the price, value or level (or a range within the price, value or level) ofany type or combination of types of securities, commodity, index, property,interest rate, currency exchange rate or futures contract;

(ii) changes in the price, value or level (or a range within the price, value or level) ofany basket of more than one type, or any combination of types, of securities,commodity, index, property, interest rate, currency exchange rate or futurescontract; or

(iii) the occurrence or non-occurrence of any specified event or events (excluding anevent or events relating only to the issuer or guarantor of the instrument or to boththe issuer and the guarantor);

(b) a regulated investment agreement; or

(c) any interests, rights or property prescribed, or of a class or description prescribed, bynotice under section 392 of the Securities and Futures Ordinance (Cap. 571) of HongKong (the ‘‘SFO’’) as being regarded as structured products in accordance with thenotice,

but does not include:

(a) a debenture issued for capital fund raising purposes that is convertible into orexchangeable for shares (whether issued or unissued) of the issuer of the debenture orof a related corporation of the issuer;

(b) a subscription warrant issued for capital fund raising purposes that entitles the holder tosubscribe for shares (whether issued or unissued) of the issuer of the warrant or of arelated corporation of the issuer;

(c) a collective investment scheme;

(d) a depositary receipt;

(e) a debenture that would come within subparagraph (1)(a) only because it has a variableinterest rate that is reset periodically to equate to a money market or interbank referenceinterest rate that is widely quoted (whether or not subject to a predetermined maximumor minimum rate) plus or minus a specified rate (if any);

(f) a product under which some or all of the return or amount due (or both the return andthe amount due) or the method of settlement is determined by reference to securities ofa corporation, or of a related corporation of the corporation, and that is issued by thecorporation only to a person who is:

(i) a bona fide employee or former employee of the corporation or of a relatedcorporation of the corporation; or

(ii) a spouse, widow, widower, minor child (natural or adopted) or minor stepchild ofa person referred to in subparagraph (i);

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(g) a product that may be possessed, promoted, offered, sold, printed or published only:

(i) under a licence, permission or other authorization under the Betting DutyOrdinance (Cap.108) of Hong Kong or the Gambling Ordinance (Cap.148) ofHong Kong; or

(ii) under the Government Lotteries Ordinance (Cap.334) of Hong Kong;

(h) an instrument issued in relation to:

(i) a contest authorised by section 37 of the Broadcasting Ordinance (Cap. 562) ofHong Kong; or

(ii) a contest included in a service licensed under Part 3A of the TelecommunicationsOrdinance (Cap 106) of Hong Kong;

(i) a contract of insurance in relation to any class of insurance business specified inSchedule 1 to the Insurance Ordinance (Cap. 41) of Hong Kong; or

(j) any interests, rights or property prescribed, or of a class or description prescribed, bynotice under section 392 of the SFO as not being regarded as structured products inaccordance with the notice;

for the avoidance of doubt, ‘‘Structured Product’’ shall not include any floating rate debtsecurities and hybrid capital securities;

‘‘Subsidiary’’ means, in relation to any Person (the ‘‘first Person’’) at any particular time,any other Person whose financial statements are, in accordance with applicable law andgenerally accepted accounting principles, consolidated with those of the first Person;

‘‘Successor Rate’’ means the rate that the Independent Adviser or the Issuer (as applicable)determines is a successor to or replacement of the Reference Rate which is formallyrecommended by any Relevant Nominating Body;

‘‘Talon’’ means a talon for further Coupons;

‘‘TARGET2’’ means the Trans-European Automated Real-Time Gross Settlement ExpressTransfer payment system which utilises a single shared platform and which was launched on19 November 2007;

‘‘TARGET Settlement Day’’ means any day on which TARGET2 is open for the settlementof payments in euro; and

‘‘Zero Coupon Note’’ means a Note specified as such in the relevant Pricing Supplement.

(b) Interpretation: In these Conditions:

(i) if the Notes are Zero Coupon Notes, references to Coupons and Couponholders are notapplicable;

(ii) if Talons are specified in the relevant Pricing Supplement as being attached to the Notesat the time of issue, references to Coupons shall be deemed to include references toTalons;

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(iii) if Talons are not specified in the relevant Pricing Supplement as being attached to theNotes at the time of issue, references to Talons are not applicable;

(iv) any reference to principal shall be deemed to include the Redemption Amount, anyadditional amounts in respect of principal which may be payable under Condition 13(Taxation), any premium payable in respect of a Note and any other amount in thenature of principal payable pursuant to these Conditions;

(v) any reference to interest shall be deemed to include any additional amounts in respectof interest which may be payable under Condition 13 (Taxation) and any other amountin the nature of interest payable pursuant to these Conditions;

(vi) references to Notes being ‘‘outstanding’’ shall be construed in accordance with theAgency Agreement;

(vii) if an expression is stated in Condition 2(a) (Interpretation – Definitions) to have themeaning given in the relevant Pricing Supplement, but the relevant Pricing Supplementgives no such meaning or specifies that such expression is ‘‘not applicable’’ then suchexpression is not applicable to the Notes; and

(viii) any reference to the Agency Agreement or the Deed of Guarantee shall be construed asa reference to the Agency Agreement or the Deed of Guarantee, as the case may be, asamended and/or supplemented up to and including the Issue Date of the Notes.

3. Form, Denomination, Title and Transfer

(a) Bearer Notes: Bearer Notes are in the Specified Denomination(s) with Coupons and, ifspecified in the relevant Pricing Supplement, Talons attached at the time of issue. In the caseof a Series of Bearer Notes with more than one Specified Denomination, Bearer Notes of oneSpecified Denomination will not be exchangeable for Bearer Notes of another SpecifiedDenomination.

(b) Title to Bearer Notes: Title to Bearer Notes and the Coupons will pass by delivery. In thecase of Bearer Notes, ‘‘Holder’’ means the holder of such Bearer Note and ‘‘Noteholder’’and ‘‘Couponholder’’ shall be construed accordingly.

(c) Registered Notes: Registered Notes are in the Specified Denomination(s), which may includea minimum denomination specified in the relevant Pricing Supplement and higher integralmultiples of a smaller amount specified in the relevant Pricing Supplement.

(d) Title to Registered Notes: The Registrar will maintain the register in accordance with theprovisions of the Agency Agreement. A certificate (each, a ‘‘Note Certificate’’) will beissued to each Holder of Registered Notes in respect of its registered holding. Each NoteCertificate will be numbered serially with an identifying number which will be recorded inthe Register. In the case of Registered Notes, ‘‘Holder’’ means the person in whose namesuch Registered Note is for the time being registered in the Register (or, in the case of a jointholding, the first named thereof) and ‘‘Noteholder’’ shall be construed accordingly.

(e) Ownership: The Holder of any Note or Coupon shall (except as otherwise required by law)be treated as its absolute owner for all purposes (whether or not it is overdue and regardlessof any notice of ownership, trust or any other interest therein, any writing thereon or, in thecase of Registered Notes, on the Note Certificate relating thereto (other than the endorsedform of transfer) or any notice of any previous loss or theft thereof) and no Person shall beliable for so treating such Holder. No person shall have any right to enforce any term orcondition of any Note under the Contracts (Rights of Third Parties) Act 1999.

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(f) Transfers of Registered Notes: Subject to paragraphs (i) (Closed periods) and (j) (Regulationsconcerning transfers and registration) below, a Registered Note may be transferred uponsurrender of the relevant Note Certificate, with the endorsed form of transfer duly completed,at the Specified Office of the Registrar or any Transfer Agent, together with such evidence asthe Registrar or (as the case may be) such Transfer Agent may reasonably require to provethe title of the transferor and the authority of the individuals who have executed the form oftransfer; provided, however, that a Registered Note may not be transferred unless theprincipal amount of Registered Notes transferred and (where not all of the Registered Notesheld by a Holder are being transferred) the principal amount of the balance of RegisteredNotes not transferred are in Specified Denominations. Where not all the Registered Notesrepresented by the surrendered Note Certificate are the subject of the transfer, a new NoteCertificate in respect of the balance of the Registered Notes will be issued to the transferor.

(g) Registration and delivery of Note Certificates: Within ten business days of the surrender of aNote Certificate in accordance with paragraph (f) (Transfers of Registered Notes) above, theRegistrar will register the transfer in question and deliver a new Note Certificate of a likeprincipal amount to the Registered Notes transferred to each relevant Holder at its SpecifiedOffice or (as the case may be) the Specified Office of any Transfer Agent or (at the requestand risk of any such relevant Holder) by uninsured first class mail (airmail if overseas) to theaddress specified for the purpose by such relevant Holder. In this paragraph, ‘‘business day’’means a day on which commercial banks are open for general business (including dealings inforeign currencies) in the city where the Registrar or (as the case may be) the relevantTransfer Agent has its Specified Office.

(h) No charge: The transfer of a Registered Note will be effected without charge by or on behalfof the Issuer or the Registrar or any Transfer Agent but against such indemnity as theRegistrar or (as the case may be) such Transfer Agent may require in respect of any tax orother duty of whatsoever nature which may be levied or imposed in connection with suchtransfer.

(i) Closed periods: Noteholders may not require transfers to be registered during the period of15 days ending on the due date for any payment of principal or interest in respect of theRegistered Notes.

(j) Regulations concerning transfers and registration: All transfers of Registered Notes andentries on the Register are subject to the detailed regulations concerning the transfer ofRegistered Notes scheduled to the Agency Agreement. The regulations may be changed bythe Issuer with the prior written approval of the Registrar. A copy of the current regulationswill be mailed (free of charge) by the Registrar to any Noteholder who requests in writing acopy of such regulations.

4. Status and Guarantee

(a) Status of the Notes: The Notes constitute senior, direct, general, unsubordinated, (subject toCondition 5(a)) unsecured and unconditional obligations of the Issuer which will at all timesrank pari passu among themselves and at least pari passu with all other present and futureunsubordinated and unsecured obligations of the Issuer, save for such obligations as may bepreferred by provisions of law that are both mandatory and of general application.

(b) Status of the Guarantee of the Notes: The Guarantor has in the Deed of Guaranteeunconditionally and irrevocably guaranteed the due and punctual payment of all sums fromtime to time payable by the Issuer in respect of the Notes. This Guarantee of the Notesconstitutes senior, direct, general, unsubordinated, (subject to Condition 5(a)) unsecured andunconditional obligations of the Guarantor which will at all times rank at least pari passu

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with all other present and future unsubordinated and unsecured obligations of the Guarantor,save for such obligations as may be preferred by provisions of law that are both mandatoryand of general application.

5. Covenants

(a) Negative Pledge: So long as any of the Notes remains outstanding (as defined in the AgencyAgreement), neither the Issuer nor the Guarantor will, and the Guarantor will procure thatnone of the Guarantor Material Subsidiaries will, create or permit to be outstanding, anymortgage, charge, lien, pledge or other security interest (each a ‘‘Security Interest’’) upon,or with respect to, any of its present or future business, undertaking, properties, assets orrevenues (including any uncalled capital) of the Issuer, the Guarantor or any of the GuarantorMaterial Subsidiaries to secure any Relevant Indebtedness, unless the Issuer or the Guarantor(as the case may be), in the case of the creation of a Security Interest, before or at the sametime and, in any other case, promptly, takes any and all action necessary to ensure that:

(i) all amounts payable by it under (in the case of the Issuer) the Notes and the Couponsand (in the case of the Guarantor) the Deed of Guarantee are secured by the sameSecurity Interest equally and rateably with the Relevant Indebtedness; or

(ii) such other Security Interest or other arrangement (whether or not it includes the givingof a Security Interest) is provided as is approved by an Extraordinary Resolution (whichis defined in the Agency Agreement) of the Noteholders.

(b) Limitation on the Issuer: So long as any Note remains outstanding, the Issuer undertakes notto, and the Guarantor undertakes to use all its reasonable endeavours to procure that theIssuer will not, conduct any business or any activities other than the issue of any Notes underthe Programme, the lending of the proceeds of the issue of such Notes under this Programmeto the Guarantor and/or any of its Subsidiaries and any other activities reasonably incidentalthereto as necessary in connection therewith.

(c) Reporting Covenants: Where the Circular on Promoting the Reform of the Filing andRegistration System for Issuance of Foreign Debt by Enterprises（國家發展改革委關於推進

企業發行外債備案登記制管理改革的通知（發改外資[2015]2044號））issued by the NDRCand which came into effect on 14 September 2015, as supplemented by the relevantdocument issued by the NDRC in relation to the annual foreign debt quota available toIndustrial and Commercial Bank of China Limited or the Guarantor (where applicable) andany implementation rules, regulations, certificates, circulars or notices in connectiontherewith as issued by the NDRC from time to time (the ‘‘NDRC Circular’’) apply, for thebenefit of the relevant Series or Tranche of Notes to be issued in accordance with theseConditions, the Issuer and the Guarantor undertakes to cause Industrial and Commercial Bankof China Limited to file with the NDRC the requisite information and documents within theprescribed time period after the relevant Issue Date in accordance with the NDRC Circular(the ‘‘NDRC Post-issue Information Report’’).

For the purposes of this Condition, ‘‘PRC Business Day’’ means a day on which commercialbanks are open for business in the PRC.

6. Fixed Rate Note Provisions

(a) Application: This Condition 6 (Fixed Rate Note Provisions) is applicable to the Notes only ifthe Fixed Rate Note Provisions are specified in the relevant Pricing Supplement as beingapplicable.

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(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at theRate of Interest payable in arrear on each Interest Payment Date, subject as provided inCondition 11 (Payments – Bearer Notes) and Condition 12 (Payments – Registered Notes).Each Note will cease to bear interest from the due date for final redemption unless, upon duepresentation, payment of the Redemption Amount is improperly withheld or refused, in whichcase it will continue to bear interest in accordance with this Condition 6 (as well after asbefore judgment) until whichever is the earlier of (i) the day on which all sums due in respectof such Note up to that day are received by or on behalf of the relevant Noteholder and (ii)the day which is seven days after the Fiscal Agent has notified the Noteholders that it hasreceived all sums due in respect of the Notes up to such seventh day (except to the extentthat there is any subsequent default in payment).

(c) Fixed Coupon Amount: The amount of interest payable in respect of each Note for anyInterest Period shall be the relevant Fixed Coupon Amount and, if the Notes are in more thanone Specified Denomination, shall be the relevant Fixed Coupon Amount in respect of therelevant Specified Denomination.

(d) Calculation of interest amount: The amount of interest payable in respect of each Note forany period for which a Fixed Coupon Amount is not specified shall be calculated by applyingthe Rate of Interest to the Calculation Amount, multiplying the product by the relevant DayCount Fraction, rounding the resulting figure to the nearest sub-unit of the SpecifiedCurrency (half a sub-unit being rounded upwards) and multiplying such rounded figure by afraction equal to the Specified Denomination of such Note divided by the CalculationAmount. For this purpose a ‘‘sub-unit’’ means, in the case of any currency other than euro,the lowest amount of such currency that is available as legal tender in the country of suchcurrency and, in the case of euro, means one cent.

7. Floating Rate Note and Index-Linked Interest Note Provisions

(a) Application: This Condition 7 (Floating Rate Note and Index-Linked Interest NoteProvisions) is applicable to the Notes only if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Pricing Supplement as beingapplicable.

(b) Accrual of interest: The Notes bear interest from the Interest Commencement Date at theRate of Interest payable in arrear on each Interest Payment Date, subject as provided inCondition 11 (Payments – Bearer Notes) and Condition 12 (Payments – Registered Notes).Each Note will cease to bear interest from the due date for final redemption unless, upon duepresentation, payment of the Redemption Amount is improperly withheld or refused, in whichcase it will continue to bear interest in accordance with this Condition (as well after as beforejudgment) until whichever is the earlier of (i) the day on which all sums due in respect ofsuch Note up to that day are received by or on behalf of the relevant Noteholder and (ii) theday which is seven days after the Fiscal Agent has notified the Noteholders that it hasreceived all sums due in respect of the Notes up to such seventh day (except to the extentthat there is any subsequent default in payment).

(c) Screen Rate Determination for Notes (other than Notes where the Reference Rate is specifiedas being SOFR Benchmark): If Screen Rate Determination is specified in the relevant PricingSupplement as the manner in which the Rate(s) of Interest is/are to be determined where theReference Rate is not SOFR Benchmark, the Rate of Interest applicable to the Notes for eachInterest Period will be determined by the Calculation Agent on the following basis:

(i) if the Reference Rate is a composite quotation or customarily supplied by one entity,the Calculation Agent will determine the Reference Rate which appears on the RelevantScreen Page as of the Relevant Time on the relevant Interest Determination Date;

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(ii) in any other case, the Calculation Agent will determine the arithmetic mean of theReference Rates which appear on the Relevant Screen Page as of the Relevant Time onthe relevant Interest Determination Date;

(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii)above, fewer than two such rates appear on that page or if, in either case, the RelevantScreen Page is unavailable, the Calculation Agent will:

(A) request the principal Relevant Financial Centre office of each of the ReferenceBanks to provide a quotation of the Reference Rate at approximately the RelevantTime on the Interest Determination Date to prime banks in the Relevant FinancialCentre interbank market in an amount that is representative for a single transactionin that market at that time; and

(B) determine the arithmetic mean of such quotations; and

(iv) if fewer than two such quotations are provided as requested, the Calculation Agent willdetermine the arithmetic mean of the rates (being the nearest to the Reference Rate, asdetermined by the Calculation Agent) quoted by major banks in the Principal FinancialCentre of the Specified Currency, selected by the Calculation Agent, at approximately11.00 a.m. (local time in the Principal Financial Centre of the Specified Currency) onthe first day of the relevant Interest Period for loans in the Specified Currency to majorbanks in the Principal Financial Centre of the Specified Currency for a period equal tothe relevant Interest Period and in an amount that is representative for a singletransaction in that market at that time,

and the Rate of Interest for such Interest Period shall be the sum of the Margin and the rateor (as the case may be) the arithmetic mean so determined; provided, however, that if theCalculation Agent is unable to determine a rate or (as the case may be) an arithmetic mean inaccordance with the above provisions in relation to any Interest Period, the Rate of Interestapplicable to the Notes during such Interest Period will be the sum of the Margin and the rateor (as the case may be) the arithmetic mean last determined in relation to the Notes in respectof a preceding Interest Period.

(d) Screen Rate Determination for Notes where the Reference Rate is specified as being SOFRBenchmark: If Screen Rate Determination is specified in the relevant Pricing Supplement asthe manner in which the Rate of Interest(s) is/are to be determined where the Reference Rateis SOFR Benchmark, the Rate of Interest applicable to the Notes for each Interest Periodwill, subject as provided below, be equal to the sum of the relevant SOFR Benchmark plus orminus (as specified in the relevant Pricing Supplement) the Margin (if any), all as determinedby the Calculation Agent on the relevant Interest Determination Date.

The ‘‘SOFR Benchmark’’ will be determined based on Simple SOFR Average, CompoundedSOFR Average or SOFR Index Average (as specified in the relevant Pricing Supplement), asfollows (subject in each case to Condition 7(g) (Benchmark Replacement (SOFRBenchmark))):

(i) If Simple SOFR Average (‘‘Simple SOFR Average’’) is specified in the relevantPricing Supplement as the manner in which the SOFR Benchmark will be determined,the SOFR Benchmark for each Interest Period shall be the arithmetic mean of the SOFRreference rates for each day during such Interest Period, as calculated by theCalculation Agent, and where, if applicable and as specified in the relevant PricingSupplement, the SOFR reference rate on the SOFR Rate Cut-Off Date shall be used forthe days in the relevant Interest Period from (and including) the SOFR Rate Cut-OffDate to (but excluding) the last day of that Interest Period.

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(ii) If Compounded SOFR Average (‘‘Compounded SOFR Average’’) is specified in therelevant Pricing Supplement as the manner in which the SOFR Benchmark will bedetermined, the SOFR Benchmark for each Interest Period shall be equal to the value ofthe SOFR reference rates for each day during the relevant Interest Period (where SOFRObservation Lag, SOFR Payment Delay or SOFR Lockout is specified in the relevantPricing Supplement to determine Compounded SOFR Average) or SOFR ObservationPeriod (where SOFR Observation Shift is specified as applicable in the relevant PricingSupplement to determine Compounded SOFR Average).

Compounded SOFR Average shall be calculated by the Calculation Agent in accordancewith one of the formulas referenced below depending upon which is specified in therelevant Pricing Supplement:

1. SOFR Observation Lag:

with the resulting percentage being rounded, if necessary, to the nearest onehundred-thousandth of a percentage point (with 0.000005 being rounded upwards)and where:

‘‘SOFRi-xUSBD’’ for any U.S. Government Securities Business Day ‘‘i’’ in therelevant Interest Period, is equal to the SOFR reference rate for the U.S.Government Securities Business Day falling the number of Lookback Days priorto that U.S. Government Securities Business Day ‘‘i’’;

‘‘Lookback Days’’ means such number of U.S. Government Securities BusinessDays as specified in the relevant Pricing Supplement;

‘‘d’’ means the number of calendar days in the relevant Interest Period;

‘‘do’’ for any Interest Period, means the number of U.S. Government SecuritiesBusiness Days in the relevant Interest Period;

‘‘i’’ means a series of whole numbers ascending from one to do, each representingthe relevant U.S. Government Securities Business Day in chronological order from(and including) the first U.S. Government Securities Business Day in the relevantInterest Period; and

‘‘ni’’ for any U.S. Government Securities Business Day ‘‘i’’ in the relevant InterestPeriod, means the number of calendar days from (and including) such U.S.Government Securities Business Day ‘‘i’’ up to (but excluding) the following U.S.Government Securities Business Day for which SOFRi-xUSBD applies.

2. SOFR Observation Shift:

with the resulting percentage being rounded, if necessary, to the nearest onehundred-thousandth of a percentage point (with 0.000005 being rounded upwards)and where:

‘‘SOFRi’’ for any U.S. Government Securities Business Day ‘‘i’’ in the relevantSOFR Observation Period, is equal to the SOFR reference rate for that U.S.Government Securities Business Day ‘‘i’’;

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‘‘SOFR Observation Period’’ means, in respect of each Interest Period, theperiod from (and including) the date falling the number of SOFR ObservationShift Days prior to the first day of the relevant Interest Period to (but excluding)the date falling the number of SOFR Observation Shift Days prior to the last dayof such Interest Period;

‘‘SOFR Observation Shift Days’’ means the number of U.S. GovernmentSecurities Business Days as specified in the relevant Pricing Supplement;

‘‘d’’ means the number of calendar days in the relevant SOFR Observation Period;

‘‘do’’ for any SOFR Observation Period, means the number of U.S. GovernmentSecurities Business Days in the relevant SOFR Observation Period;

‘‘i’’ means a series of whole numbers ascending from one to do, each representingthe relevant U.S. Government Securities Business Day in chronological order from(and including) the first U.S. Government Securities Business Day in the relevantSOFR Observation Period; and

‘‘ni’’ for any U.S. Government Securities Business Day ‘‘i’’ in the relevant SOFRObservation Period, means the number of calendar days from (and including) suchU.S. Government Securities Business Day ‘‘i’’ up to (but excluding) the followingU.S. Government Securities Business Day for which SOFRi applies.

3. SOFR Payment Delay:

with the resulting percentage being rounded, if necessary, to the nearest onehundred-thousandth of a percentage point (with 0.000005 being rounded upwards)and where:

‘‘SOFRi’’ for any U.S. Government Securities Business Day ‘‘i’’ in the relevantInterest Period, is equal to the SOFR reference rate for that U.S. GovernmentSecurities Business Day ‘‘i’’;

‘‘Interest Payment Delay Days’’ means the number of Business Days as specifiedin the relevant Pricing Supplement;

‘‘Interest Payment Date’’ shall be the date falling the number of Interest PaymentDelay Days following each Specified Interest Period Date (as specified in therelevant Pricing Supplement); provided that the Interest Payment Date with respectto the final Interest Period will be the Maturity Date or the relevant date forredemption, as applicable;

‘‘d’’ means the number of calendar days in the relevant Interest Period;

‘‘do’’ for any Interest Period, means the number of U.S. Government SecuritiesBusiness Days in the relevant Interest Period;

‘‘i’’ means a series of whole numbers ascending from one to do, each representingthe relevant U.S. Government Securities Business Day in chronological order from(and including) the first U.S. Government Securities Business Day in the relevantInterest Period; and

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‘‘ni’’ for any U.S. Government Securities Business Day ‘‘i’’ in the relevant InterestPeriod, means the number of calendar days from (and including) such U.S.Government Securities Business Day ‘‘i’’ up to (but excluding) the following U.S.Government Securities Business Day for which SOFRi applies.

For the purposes of calculating Compounded SOFR Average with respect to thefinal Interest Period where SOFR Payment Delay is specified in the relevantPricing Supplement, the SOFR reference rate for each U.S. Government SecuritiesBusiness Day in the period from (and including) the SOFR Rate Cut-Off Date to(but excluding) the Maturity Date or the relevant date for redemption, asapplicable, shall be the SOFR reference rate in respect of such SOFR Rate Cut-Off Date.

4. SOFR Lockout:

with the resulting percentage being rounded, if necessary, to the nearest onehundred-thousandth of a percentage point (with 0.000005 being rounded upwards)and where:

‘‘SOFRi’’ for any U.S. Government Securities Business Day ‘‘i’’ in the relevantInterest Period, is equal to the SOFR reference rate for that U.S. GovernmentSecurities Business Day ‘‘i’’, except that the SOFR for any U.S. GovernmentSecurities Business Day ‘‘i’’ in respect of the period from (and including) theSOFR Rate Cut-Off Date to (but excluding) the last day of such Interest Periodshall be the SOFR reference rate in respect of such SOFR Rate Cut-Off Date;

‘‘d’’ means the number of calendar days in the relevant Interest Period;

‘‘do’’ for any Interest Period, means the number of U.S. Government SecuritiesBusiness Days in the relevant Interest Period;

‘‘i’’ means a series of whole numbers ascending from one to do, representing eachrelevant U.S. Government Securities Business Day from (and including) the firstU.S. Government Securities Business Day in the relevant Interest Period; and

‘‘ni’’ for any U.S. Government Securities Business Day ‘‘i’’ in the relevant InterestPeriod, means the number of calendar days from (and including) such U.S.Government Securities Business Day ‘‘i’’ up to (but excluding) the following U.S.Government Securities Business Day for which SOFRi applies.

The following defined terms shall have the meanings set out below for purpose of thisCondition 7(d) and Condition 7(g) (Benchmark Replacement (SOFR Benchmark)):

‘‘Bloomberg Screen SOFRRATE Page’’ means the Bloomberg screen designated‘‘SOFRRATE’’ or any successor page or service;

‘‘Reuters Page USDSOFR=’’ means the Reuters page designated ‘‘USDSOFR=’’ or anysuccessor page or service;

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‘‘SOFR’’ means, with respect to any U.S. Government Securities Business Day, thereference rate determined by the Calculation Agent in accordance with the followingprovision:

(i) the Secured Overnight Financing Rate published at the SOFR Determination Timeas such reference rate is reported on the Bloomberg Screen SOFRRATE Page; theSecured Overnight Financing Rate published at the SOFR Determination Time assuch reference rate is reported on the Reuters Page USDSOFR=; or the SecuredOvernight Financing Rate published at the SOFR Determination Time on theSOFR Administrator’s Website;

(ii) if the reference rate specified in (i) above does not appear and a SOFR BenchmarkTransition Event and its related SOFR Benchmark Replacement Date have notoccurred, the SOFR reference rate shall be the reference rate published on theSOFR Administrator’s Website for the first preceding U.S. Government SecuritiesBusiness Day for which SOFR was published on the SOFR Administrator’sWebsite; or

(iii) if the reference rate specified in (i) above does not appear and a SOFR BenchmarkTransition Event and its related SOFR Benchmark Replacement Date haveoccurred, the provisions set forth in Condition 7(g) (Benchmark Replacement(SOFR Benchmark)) shall apply;

‘‘SOFR Determination Time’’ means approximately 3:00 p.m. (New York City time)on the immediately following the relevant U.S. Government Securities Business Day.

(iii) If SOFR Index Average (‘‘SOFR Index Average’’) is specified as applicable in therelevant Pricing Supplement, the SOFR Benchmark for each Interest Period shall beequal to the value of the SOFR reference rates for each day during the relevant InterestPeriod as calculated by the Calculation Agent as follows:

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 being rounded upwards) and where:

‘‘SOFR Index’’, with respect to any U.S. Government Securities Business Day, meansthe SOFR Index value as published on the SOFR Administrator’s Website at the SOFRIndex Determination Time, provided that if such SOFR Index value is not availableand:

(i) if a SOFR Benchmark Transition Event and its related SOFR BenchmarkReplacement Date have not occurred, the ‘‘SOFR Index Average’’ shall becalculated on any Interest Determination Date with respect to an Interest Period, inaccordance with the Compounded SOFR Average formula described above inCondition 7(d)(ii)(2) (SOFR Observation Shift); or

(ii) if a SOFR Benchmark Transition Event and its related SOFR BenchmarkReplacement Date have occurred, the provisions set forth in Condition 7(g)(Benchmark Replacement (SOFR Benchmark)) shall apply;

‘‘SOFR IndexEnd’’ means the SOFR Index value on the date that is the number of U.S.Government Securities Business Days specified in the relevant Pricing Supplement priorto the last day of such Interest Period (or in the final Interest Period, the MaturityDate);

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‘‘SOFR IndexStart’’ means the SOFR Index value on the date that is the number of U.S.Government Securities Business Days specified in the relevant Pricing Supplement priorto the first day of the relevant Interest Period;

‘‘SOFR Index Determination Time’’ means, in relation to any U.S. GovernmentSecurities Business Day, approximately 3:00 p.m. (New York City time) on such U.S.Government Securities Business Day; and

‘‘dc’’ means the number of calendar days from (and including) the day in relation towhich SOFR IndexStart is determined to (but excluding) the day in relation to whichSOFR IndexEnd is determined (being the number of calendar days in the applicablereference period).

The following defined terms shall have the meanings set out below for purpose of thisCondition 7(d):

‘‘SOFR Administrator’s Website’’ means the website of the Federal Reserve Bank ofNew York at http://www.newyorkfed.org, or any successor source;

‘‘SOFR Benchmark Replacement Date’’ means the date of occurrence of a BenchmarkEvent with respect to the then-current SOFR Benchmark;

‘‘SOFR Benchmark Transition Event’’ means the occurrence of a Benchmark Eventwith respect to the then-current SOFR Benchmark;

‘‘SOFR Rate Cut-Off Date’’ has the meaning given in the relevant PricingSupplement; and

‘‘U.S. Government Securities Business Day’’ or ‘‘USBD’’ means any day except for aSaturday, a Sunday or a day on which the Securities Industry and Financial MarketsAssociation recommends that the fixed income departments of its members be closedfor the entire day for purposes of trading in U.S. government securities.

(e) ISDA Determination: If ISDA Determination is specified in the relevant Pricing Supplementas the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interestapplicable to the Notes for each Interest Period will be the sum of the Margin and therelevant ISDA Rate where ‘‘ISDA Rate’’ in relation to any Interest Period means a rate equalto the Floating Rate (as defined in the ISDA Definitions) that would be determined by theCalculation Agent under an interest rate swap transaction if the Calculation Agent wereacting as Calculation Agent for that interest rate swap transaction under the terms of anagreement incorporating the ISDA Definitions and under which:

(i) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in therelevant Pricing Supplement;

(ii) the Designated Maturity (as defined in the ISDA Definitions) is a period specified inthe relevant Pricing Supplement; and

(iii) the relevant Reset Date (as defined in the ISDA Definitions) is the day specified in therelevant Pricing Supplement.

(f) Benchmark Replacement for Notes (other than Notes where the Reference Rate is specified asbeing SOFR Benchmark): In addition, notwithstanding the provisions above in Condition 7(Floating Rate Note and Index-Linked Interest Note Provisions), if the Issuer determines thata Benchmark Event has occurred in relation to the relevant Reference Rate specified in the

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relevant Pricing Supplement when any Rate of Interest (or the relevant component partthereof) remains to be determined by such Reference Rate, then the following provisionsshall apply:

(i) the Issuer shall use all reasonable endeavours to appoint, as soon as reasonablypracticable, an Independent Adviser to determine (acting in a reasonable manner), nolater than five Business Days prior to the relevant Interest Determination Date relatingto the next succeeding Interest Period (the ‘‘IA Determination Cut-off Date’’), aSuccessor Rate or, alternatively, if there is no Successor Rate, an Alternative ReferenceRate for the purposes of determining the Rate of Interest (or the relevant componentpart thereof) applicable to the Notes;

(ii) if the Issuer (acting in a reasonable manner) is unable to appoint an IndependentAdviser, or the Independent Adviser appointed by it fails to determine a Successor Rateor an Alternative Reference Rate prior to the IA Determination Cut-off Date, the Issuer(acting in a reasonable manner) may determine a Successor Rate or, if there is noSuccessor Rate, an Alternative Reference Rate;

(iii) if a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) isdetermined in accordance with the preceding provisions, such Successor Rate or, failingwhich, an Alternative Reference Rate (as applicable) shall be the Reference Rate foreach of the future Interest Periods (subject to the subsequent operation of, and toadjustment as provided in, this Condition 7(f)); provided, however, that if sub-paragraph (ii) applies and the Issuer (acting in a reasonable manner) is unable to ordoes not determine a Successor Rate or an Alternative Reference Rate prior to therelevant Interest Determination Date, the Rate of Interest applicable to the nextsucceeding Interest Period shall be equal to the Rate of Interest last determined inrelation to the Notes in respect of the preceding Interest Period (or alternatively, if therehas not been a first Interest Payment Date, the rate of interest shall be the initial Rate ofInterest) (subject, where applicable, to substituting the Margin, Maximum Rate ofInterest or Minimum Rate of Interest that applied to such preceding Interest Period forthe Margin, Maximum Rate of Interest or Minimum Rate of Interest that is to beapplied to the relevant Interest Period); for the avoidance of doubt, the proviso in thissub-paragraph (iii) shall apply to the relevant Interest Period only and any subsequentInterest Periods are subject to the subsequent operation of, and to adjustment asprovided in, this Condition 7(f));

(iv) if the Independent Adviser or the Issuer (acting in a reasonable manner) determines aSuccessor Rate or, failing which, an Alternative Reference Rate (as applicable) inaccordance with the above provisions, the Independent Adviser or the Issuer (acting ingood faith and in a commercially reasonable manner) (as applicable), may also specifychanges to these Conditions, including but not limited to the Day Count Fraction,Relevant Screen Page, Business Day Convention, Business Day, Interest DeterminationDate and/or the definition of Reference Rate applicable to the Notes, and the methodfor determining the fallback rate in relation to the Notes, if such changes are necessaryto ensure the proper operation of such Successor Rate, Alternative Reference Rate and/or Adjustment Spread (as applicable). If the Independent Adviser (in consultation withthe Issuer) or the Issuer (acting in a reasonable manner) (as applicable), determines thatan Adjustment Spread is required to be applied to the Successor Rate or the AlternativeReference Rate (as applicable) and determines the quantum of, or a formula ormethodology for determining, such Adjustment Spread, then such Adjustment Spreadshall be applied to the Successor Rate or the Alternative Reference Rate (as applicable).If the Independent Adviser or the Issuer (acting in a reasonable manner) (as applicable)is unable to determine the quantum of, or a formula or methodology for determining,

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such Adjustment Spread, then such Successor Rate or Alternative Reference Rate (asapplicable) will apply without an Adjustment Spread. For the avoidance of doubt, theFiscal Agent shall, at the direction and expense of the Issuer, effect such consequentialamendments to the Agency Agreement and these Conditions as may be required inorder to give effect to this Condition 7(f). Noteholder or Couponholder consent shallnot be required in connection with effecting the Successor Rate or AlternativeReference Rate (as applicable) or such other changes, including for the execution of anydocuments or other steps by the Fiscal Agent (if required); and

(v) the Issuer shall promptly, following the determination of any Successor Rate orAlternative Reference Rate (as applicable), give notice thereof to the Fiscal Agent,Noteholders and Couponholders, which shall specify the effective date(s) for suchSuccessor Rate or Alternative Reference Rate (as applicable) and any consequentialchanges made to these Conditions,

provided that the determination of any Successor Rate or Alternative Reference Rate, and anyother related changes to the Notes, shall be made in accordance with applicable law.

(g) Benchmark Replacement (SOFR Benchmark): The following provisions shall apply ifBenchmark Event (SOFR) is specified as applicable in the relevant Pricing Supplement:

(i) Benchmark Replacement

If the Issuer or its designee determines on or prior to the relevant Reference Time that aBenchmark Event and its related Benchmark Replacement Date have occurred withrespect to the-then current Benchmark, the Benchmark Replacement will replace thethen-current Benchmark for all purposes relating to the Notes in respect of alldeterminations on such date and for all determinations on all subsequent dates.

(ii) Benchmark Replacement Conforming Changes

In connection with the implementation of a Benchmark Replacement, the Issuer or itsdesignee will have the right to make Benchmark Replacement Conforming Changesfrom time to time. For the avoidance of doubt, any of the Agents shall, at the directionand expense of the Issuer, effect such consequential amendments to the AgencyAgreement and these Conditions as may be required to give effect to this Condition7(g). Noteholders’ consent shall not be required in connection with effecting any suchchanges, including the execution of any documents or any steps to be taken by any ofthe Agents (if required). Further, none of the Agents shall be responsible or liable forany determinations, decisions or elections made by the Issuer or its designee withrespect to any Benchmark Replacement or any other changes and shall be entitled torely conclusively on any certifications provided to each of them in this regard.

(iii) Decisions and Determinations

Any determination, decision or election that may be made by the Issuer or its designeepursuant to this Condition 7(g), including any determination with respect to a tenor, rateor adjustment or of the occurrence or non-occurrence of an event, circumstance or dateand any decision to take or refrain from taking any action or any selection (i) will beconclusive and binding absent manifest error, (ii) will be made in the sole discretion ofthe Issuer or its designee, as applicable, and (iii) notwithstanding anything to thecontrary in the documentation relating to the Notes, shall become effective withoutconsent from the holders of the Notes or any other party.

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The following defined terms shall have the meanings set out below for purpose ofConditions 7(d) (Screen Rate Determination for Notes where the Reference Rate isspecified as being SOFR Benchmark) and this Condition 7(g):

‘‘Benchmark’’ means, initially, the relevant SOFR Benchmark specified in the relevantPricing Supplement; provided that if the Issuer or its designee determines on or prior tothe Reference Time that a Benchmark Event and its related Benchmark ReplacementDate have occurred with respect to the relevant SOFR Benchmark (including any dailypublished component used in the calculation thereof) or the then-current Benchmark,then ‘‘Benchmark’’ means the applicable Benchmark Replacement;

‘‘Benchmark Event’’ means the occurrence of one or more of the following eventswith respect to the then-current Benchmark (including any daily published componentused in the calculation thereof):

(i) a public statement or publication of information by or on behalf of theadministrator of the Benchmark (or such component) announcing that suchadministrator has ceased or will cease to provide the Benchmark (or suchcomponent), permanently or indefinitely, provided that, at the time of suchstatement or publication, there is no successor administrator that will continue toprovide the Benchmark (or such component); or

(ii) a public statement or publication of information by the regulatory supervisor forthe administrator of the Benchmark (or such component), the central bank for thecurrency of the Benchmark (or such component), an insolvency official withjurisdiction over the administrator for the Benchmark (or such component), aresolution authority with jurisdiction over the administrator for the Benchmark (orsuch component) or a court or an entity with similar insolvency or resolutionauthority over the administrator for the Benchmark, which states that theadministrator of the Benchmark (or such component) has ceased or will cease toprovide the Benchmark (or such component) permanently or indefinitely, providedthat, at the time of such statement or publication, there is no successoradministrator that will continue to provide the Benchmark (or such component); or

(iii) a public statement or publication of information by the regulatory supervisor forthe administrator of the Benchmark announcing that the Benchmark is no longerrepresentative;

‘‘Benchmark Replacement’’ means the first alternative set forth in the order below thatcan be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(i) the sum of:

(1) the alternate reference rate that has been selected or recommended by theRelevant Governmental Body as the replacement for the then-currentBenchmark (including any daily published component used in thecalculation thereof); and

(2) the Benchmark Replacement Adjustment;

(ii) the sum of:

(1) the ISDA Fallback Rate; and

(2) the Benchmark Replacement Adjustment; or

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(iii) the sum of:

(1) the alternate reference rate that has been selected by the Issuer or itsdesignee as the replacement for the then-current Benchmark (including anydaily published component used in the calculation thereof) giving dueconsideration to any industry-accepted reference rate as a replacement for thethen-current Benchmark (including any daily published component used inthe calculation thereof) for U.S. dollar-denominated Notes at such time; and

(2) the Benchmark Replacement Adjustment;

‘‘Benchmark Replacement Adjustment’’ means the first alternative set forth in theorder below that can be determined by the Issuer or its designee as of the BenchmarkReplacement Date:

(i) the spread adjustment, or method for calculating or determining such spreadadjustment, (which may be a positive or negative value or zero) that has beenselected or recommended by the Relevant Governmental Body for the applicableUnadjusted Benchmark Replacement;

(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDAFallback Rate, the ISDA Fallback Adjustment; or

(iii) the spread adjustment (which may be a positive or negative value or zero) that hasbeen selected by the Issuer or its designee giving due consideration to anyindustry-accepted spread adjustment, or method for calculating or determiningsuch spread adjustment, for the replacement of the then-current Benchmark(including any daily published component used in the calculation thereof) with theapplicable Unadjusted Benchmark Replacement for U.S. dollar-denominated Notesat such time;

‘‘Benchmark Replacement Conforming Changes’’ means, with respect to anyBenchmark Replacement, any technical, administrative or operational changes(including changes to the timing and frequency of determining rates and makingpayments of interest, rounding of amounts or tenors, and other administrative matters)that the Issuer or its designee decides may be appropriate to reflect the adoption of suchBenchmark Replacement in a manner substantially consistent with market practice (or,if the Issuer or its designee decides that adoption of any portion of such market practiceis not administratively feasible or if the Issuer or its designee determines that no marketpractice for use of the Benchmark Replacement exists, in such other manner as theIssuer or its designee determines is reasonably necessary);

‘‘Benchmark Replacement Date’’ means the earliest to occur of the following eventswith respect to the then-current Benchmark (including any daily published componentused in the calculation thereof):

(i) in the case of sub-paragraph (i) or (ii) of the definition of ‘‘Benchmark Event’’,the later of:

(1) the date of the public statement or publication of information referencedtherein; and

(2) the date on which the administrator of the Benchmark permanently orindefinitely ceases to provide the Benchmark (or such component); or

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(ii) in the case of sub-paragraph (iii) of the definition of ‘‘Benchmark Event’’, the dateof the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Dateoccurs on the same day as, but earlier than, the Reference Time in respect of anydetermination, the Benchmark Replacement Date will be deemed to have occurred priorto the Reference Time for such determination;

‘‘designee’’ means a designee as selected and separately appointed by the Issuer inwriting;

‘‘ISDA Definitions’’ means the 2006 ISDA Definitions published by the InternationalSwaps and Derivatives Association, Inc. or any successor thereto, as amended orsupplemented from time to time, or any successor definitional booklet for interest ratederivatives published from time to time;

‘‘ISDA Fallback Adjustment’’ means the spread adjustment (which may be a positiveor negative value or zero) that would apply for derivatives transactions referencing theISDA Definitions to be determined upon the occurrence of an index cessation eventwith respect to the Benchmark;

‘‘ISDA Fallback Rate’’ means the rate that would apply for derivatives transactionsreferencing the ISDA Definitions to be effective upon the occurrence of an indexcessation date with respect to the Benchmark (including any daily published componentused in the calculation thereof) for the applicable tenor excluding the applicable ISDAFallback Adjustment;

‘‘Reference Time’’ with respect to any determination of the Benchmark means (1) ifthe Benchmark is the SOFR Benchmark, the SOFR Determination Time (where SimpleSOFR Average or Compounded SOFR Average is specified in the relevant PricingSupplement) or SOFR Index Determination Time (where SOFR Index Average isspecified in the relevant Pricing Supplement); or (2) if the Benchmark is not the SOFRBenchmark, the time determined by the Issuer or its designee after giving effect to theBenchmark Replacement Conforming Changes;

‘‘Relevant Governmental Body’’ means the Federal Reserve Board and/or the FederalReserve Bank of New York, or a committee officially endorsed or convened by theFederal Reserve Board and/or the Federal Reserve Bank of New York or any successorthereto; and

‘‘Unadjusted Benchmark Replacement’’ means the Benchmark Replacement excludingthe Benchmark Replacement Adjustment.

(h) Index-Linked Interest: If the Index-Linked Interest Note Provisions are specified in therelevant Pricing Supplement as being applicable, the Rate(s) of Interest applicable to theNotes for each Interest Period will be determined in the manner specified in the relevantPricing Supplement.

(i) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rateof Interest is specified in the relevant Pricing Supplement, then the Rate of Interest shall inno event be greater than the maximum or be less than the minimum so specified.

(j) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after thetime at which the Rate of Interest is to be determined in relation to each Interest Period,calculate the Interest Amount payable in respect of each Note for such Interest Period. The

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Interest Amount will be calculated by applying the Rate of Interest for such Interest Period tothe Calculation Amount, multiplying the product by the relevant Day Count Fraction,rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such rounded figure by a fraction equal to theSpecified Denomination of the relevant Note divided by the Calculation Amount. For thispurpose a ‘‘sub-unit’’ means, in the case of any currency other than euro, the lowest amountof such currency that is available as legal tender in the country of such currency and, in thecase of euro, means one cent.

(k) Calculation of other amounts: If the relevant Pricing Supplement specifies that any otheramount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon aspracticable after the time or times at which any such amount is to be determined, calculatethe relevant amount. The relevant amount will be calculated by the Calculation Agent in themanner specified in the relevant Pricing Supplement.

(l) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amountdetermined by it, together with the relevant Interest Payment Date, and any other amount(s)required to be determined by it together with any relevant payment date(s) to be notified tothe Paying Agents and each competent authority, stock exchange and/or quotation system (ifany) by which the Notes have then been admitted to listing, trading and/or quotation as soonas practicable after such determination but (in the case of each Rate of Interest, InterestAmount and Interest Payment Date) in any event not later than the first day of the relevantInterest Period. Notice thereof shall also promptly be given to the Noteholders in accordancewith Condition 20 (Notices). The Calculation Agent will be entitled to recalculate anyInterest Amount (on the basis of the foregoing provisions) without notice in the event of anextension or shortening of the relevant Interest Period. If the Calculation Amount is less thanthe minimum Specified Denomination the Calculation Agent shall not be obliged to publisheach Interest Amount but instead may publish only the Calculation Amount and the InterestAmount in respect of a Note having the minimum Specified Denomination.

(m) Notifications etc: All notifications, opinions, determinations, certificates, calculations,quotations and decisions given, expressed, made or obtained for the purposes of thisCondition by the Calculation Agent will (in the absence of manifest error) be binding on theIssuer, the Guarantor, the Paying Agents, the Noteholders and the Couponholders and(subject as aforesaid) no liability to any such Person will attach to the Calculation Agent inconnection with the exercise or non-exercise by it of its powers, duties and discretions forsuch purposes.

8. Zero Coupon Note Provisions

(a) Application: This Condition 8 (Zero Coupon Note Provisions) is applicable to the Notes onlyif the Zero Coupon Note Provisions are specified in the relevant Pricing Supplement as beingapplicable.

(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of anyZero Coupon Note is improperly withheld or refused, the Redemption Amount shallthereafter be an amount equal to the sum of:

(i) the Reference Price; and

(ii) the product of the Accrual Yield (compounded annually) being applied to the ReferencePrice on the basis of the relevant Day Count Fraction from (and including) the IssueDate to (but excluding) whichever is the earlier of (i) the day on which all sums due inrespect of such Note up to that day are received by or on behalf of the relevant

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Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified theNoteholders that it has received all sums due in respect of the Notes up to such seventhday (except to the extent that there is any subsequent default in payment).

9. Dual Currency Note Provisions

(a) Application: This Condition 9 (Dual Currency Note Provisions) is applicable to the Notesonly if the Dual Currency Note Provisions are specified in the relevant Pricing Supplement asbeing applicable.

(b) Rate of Interest: If the rate or amount of interest falls to be determined by reference to anexchange rate, the rate or amount of interest payable shall be determined in the mannerspecified in the relevant Pricing Supplement.

10. Redemption and Purchase

(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Noteswill be redeemed at their Final Redemption Amount on the Maturity Date, subject asprovided in Condition 11 (Payments – Bearer Notes) and Condition 12 (Payments –

Registered Notes).

(b) Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole,but not in part:

(i) at any time (if neither the Floating Rate Note Provisions nor the Index-Linked InterestNote Provisions are specified in the relevant Pricing Supplement as being applicable);or

(ii) on any Interest Payment Date (if the Floating Rate Note Provisions or the Index-LinkedInterest Note Provisions are specified in the relevant Pricing Supplement as beingapplicable),

on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which noticeshall be irrevocable), at their Early Redemption Amount (Tax), together with interest accrued(if any) to the date fixed for redemption, if:

(A) (1) the Issuer has or will become obliged to pay additional amounts as provided orreferred to in Condition 13 (Taxation) as a result of any change in, or amendment to,the laws or regulations of the British Virgin Islands, Hong Kong or the PRC or anypolitical subdivision or any authority thereof or therein having power to tax, or anychange in the application or official interpretation of such laws or regulations (includinga holding by a court of competent jurisdiction), which change or amendment becomeseffective on or after the date on which agreement is reached to issue the first Tranche ofthe Notes and (2) such obligation cannot be avoided by the Issuer taking reasonablemeasures available to it; or

(B) (1) the Guarantor has or (if a demand was made under the Guarantee of the Notes)would become obliged to pay additional amounts as provided or referred to inCondition 13 (Taxation) of the Guarantee of the Notes, as a result of any change in, oramendment to, the laws or regulations of the PRC, Hong Kong or any politicalsubdivision or any authority thereof or therein having power to tax, or any change inthe application or official interpretation of such laws or regulations (including a holdingby a court of competent jurisdiction), which change or amendment becomes effective onor after the date on which agreement is reached to issue the first Tranche of the Notesand (2) such obligation cannot be avoided by the Guarantor taking reasonable measuresavailable to it,

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provided, however, that no such notice of redemption shall be given earlier than:

(1) where the Notes may be redeemed at any time, 90 days prior to the earliest date onwhich the Issuer or the Guarantor, as the case may be, would be obliged to pay suchadditional amounts if a payment in respect of the Notes were then due or (as the casemay be) a demand under the Guarantee of the Notes were then made; or

(2) where the Notes may be redeemed only on an Interest Payment Date, 60 days prior tothe Interest Payment Date occurring immediately before the earliest date on which theIssuer or the Guarantor, as the case may be, would be obliged to pay such additionalamounts if a payment in respect of the Notes were then due or (as the case may be) ademand under the Guarantee of the Notes were then made.

Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuershall deliver or procure that there is delivered to the Fiscal Agent to make available at itsspecified office to the Noteholders (1) a certificate signed by any director of the Issuer or twodirectors of the Guarantor, as the case may be, stating that the Issuer is entitled to effect suchredemption and setting forth a statement of facts showing that the conditions precedent to theright of the Issuer so to redeem have occurred and (2) an opinion of independent legal or taxadvisers of recognised standing to the effect that the Issuer or (as the case may be) theGuarantor has or will become obliged to pay such additional amounts as a result of suchchange or amendment. Upon the expiry of any such notice as is referred to in this Condition10(b), the Issuer shall be bound to redeem the Notes in accordance with this Condition 10(b).

(c) Redemption at the option of the Issuer: If the Call Option is specified in the relevant PricingSupplement as being applicable, the Notes may be redeemed at the option of the Issuer inwhole or, if so specified in the relevant Pricing Supplement, in part on any OptionalRedemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer’sgiving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shallbe irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, theNotes specified in such notice on the relevant Optional Redemption Date (Call) at theOptional Redemption Amount (Call) plus accrued interest (if any) to such date).

(d) Partial redemption: If the Notes are to be redeemed in part only on any date in accordancewith Condition 10(c) (Redemption at the option of the Issuer), in the case of Bearer Notes,the Notes to be redeemed shall be selected by the drawing of lots in such place as the FiscalAgent approves and in such manner as the Fiscal Agent considers appropriate, subject tocompliance with applicable law, the rules of each competent authority, stock exchange and/orquotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation and the notice to Noteholders referred to in Condition 10(c) (Redemption at theoption of the Issuer) shall specify the serial numbers of the Notes so to be redeemed, and, inthe case of Registered Notes, each Note shall be redeemed in part in the proportion which theaggregate principal amount of the outstanding Notes to be redeemed on the relevant OptionalRedemption Date (Call) bears to the aggregate principal amount of outstanding Notes on suchdate. If any Maximum Redemption Amount or Minimum Redemption Amount is specified inthe relevant Pricing Supplement, then the Optional Redemption Amount (Call) shall in noevent be greater than the maximum or be less than the minimum so specified.

(e) Redemption for Change of Control: If the CoC Put Option is specified in the relevant PricingSupplement as being applicable, at any time following the occurrence of a Change ofControl, the Issuer shall, at the option of the holder of any Note (the ‘‘CoC Put Option’’)redeem such Note on the Put Settlement Date at a price equal to the Early RedemptionAmount (Change of Control) together with interest accrued to such date. In order to exercisethe CoC Put Option, the holder of a Note must, within 30 days (i) following a Change of

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Control or (ii) following (if later) the day upon which the Issuer gives such relevant notice toNoteholders in accordance with Condition 20 (Notices), deposit, in the case of Bearer Notes,the Note (together with all unmatured Coupons and unexchanged Talons) with any PayingAgent, or, in the case of Registered Notes, the Note Certificate representing such Note(s)with the Registrar or any Transfer Agent at its specified office, together with a dulycompleted and signed notice of redemption (a ‘‘Put Exercise Notice’’) in the form obtainablefrom any Paying Agent, the Registrar or any Transfer Agent (as applicable). The ‘‘PutSettlement Date’’ shall be the 14th day after the expiry of such period of 30 days as referredto above.

No Note or Note Certificate, once deposited with a duly completed Put Exercise Notice inaccordance with this Condition 10(e), may be withdrawn; provided, however, that if, prior tothe Put Settlement Date, the Notes evidenced by any Note or Note Certificate so depositedbecome immediately due and payable or, upon due presentation of any Note or NoteCertificate on the Put Settlement Date, payment of the redemption moneys is improperlywithheld or refused, such Note or Note Certificate shall, without prejudice to the exercise ofthe CoC Put Option, be returned to the holder by uninsured first class mail (airmail ifoverseas) at the address specified by such holder in the relevant Put Exercise Notice.

Following the occurrence of a Change of Control, the Issuer shall give notice to Noteholdersin accordance with Condition 20 (Notices) by not later than seven days following the firstday on which it becomes aware of the occurrence of a Change of Control, which notice shallspecify the procedure for exercise by Noteholders of their rights to require redemption of theNotes pursuant to this Condition 10(e).

For the purposes of this Condition 10(e):

a ‘‘Change of Control’’ occurs when:

(i) the Controlling Persons cease to, directly or indirectly, own or control 51 per cent. ofthe voting rights of the issued share capital of each of the Issuer or the Guarantor; or

(ii) the Guarantor ceases to have Control of the Issuer.

‘‘Control’’ means (where applicable), with respect to a Person, (i) the ownership, acquisitionor control of 51 per cent. or more of the voting rights of the issued share capital of suchPerson, whether obtained directly or indirectly or (ii) the right to appoint and/or remove amajority of the members of the Person’s board of directors or other governing body, whetherobtained directly or indirectly, and whether obtained by ownership of share capital, thepossession of voting rights, contract or otherwise or (iii) the possession, directly or indirectly,of the power to direct or cause the direction of the management policies of such Person;

‘‘Controlling Persons’’ mean Industrial and Commercial Bank of China Limited or itssuccessor; and

a ‘‘Person’’, as used in Condition 10(e), includes any individual, company, corporation, firm,partnership, joint venture, undertaking, association, organisation, trust, state or agency of astate (in each case whether or not being a separate legal entity).

(f) Redemption at the option of Noteholders: If the Put Option is specified in the relevantPricing Supplement as being applicable, the Issuer shall, at the option of the Holder of anyNote redeem such Note on the Optional Redemption Date (Put) specified in the relevant PutOption Notice at the relevant Optional Redemption Amount (Put) together with interest (ifany) accrued to such date. In order to exercise the option contained in this Condition 10(f),the Holder of a Note must, not less than 30 nor more than 60 days before the relevant

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Optional Redemption Date (Put), deposit with any Paying Agent such Note together with allunmatured Coupons relating thereto and a duly completed Put Option Notice in the formobtainable from any Paying Agent. The Paying Agent with which a Note is so deposited shalldeliver a duly completed Put Option Receipt to the depositing Noteholder. No Note, oncedeposited with a duly completed Put Option Notice in accordance with this Condition 10(f),may be withdrawn; provided, however, that if, prior to the relevant Optional RedemptionDate (Put), any such Note becomes immediately due and payable or, upon due presentationof any such Note on the relevant Optional Redemption Date (Put), payment of the redemptionmoneys is improperly withheld or refused, the relevant Paying Agent shall mail notificationthereof to the depositing Noteholder at such address as may have been given by suchNoteholder in the relevant Put Option Notice and shall hold such Note at its Specified Officefor collection by the depositing Noteholder against surrender of the relevant Put OptionReceipt. For so long as any outstanding Note is held by a Paying Agent in accordance withthis Condition 10(f), the depositor of such Note and not such Paying Agent shall be deemedto be the Holder of such Note for all purposes.

(g) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than asprovided in paragraphs (a) (Scheduled redemption) to (f) (Redemption at the option ofNoteholders) above.

(h) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant PricingSupplement, the Redemption Amount payable on redemption of a Zero Coupon Note at anytime before the Maturity Date shall be an amount equal to the sum of:

(i) the Reference Price; and

(ii) the product of the Accrual Yield (compounded annually) being applied to the ReferencePrice from (and including) the Issue Date to (but excluding) the date fixed forredemption or (as the case may be) the date upon which the Note becomes due andpayable.

Where such calculation is to be made for a period which is not a whole number of years, thecalculation in respect of the period of less than a full year shall be made on the basis of suchDay Count Fraction as may be specified in the Pricing Supplement for the purposes of thisCondition 10(i) or, if none is so specified, a Day Count Fraction of 30E/360.

(i) Purchase: The Issuer, the Guarantor or any of their respective Subsidiaries may at any timepurchase Notes in the open market or otherwise and at any price, provided that all unmaturedCoupons are purchased therewith. The Notes so purchased, while held by or on behalf of theIssuer, the Guarantor or any such Subsidiary, shall not entitle the holder to vote at anymeetings of the Noteholders and shall not be deemed to be outstanding for the purposes ofcalculating quorums at meetings of the Noteholders or for the purposes of Condition 18(Meetings of Noteholders; Modification and Waiver).

(j) Cancellation: All Notes so redeemed or purchased by the Issuer, the Guarantor or any oftheir respective Subsidiaries and any unmatured Coupons attached to or surrendered withthem may be reissued, resold or surrendered to the Fiscal Agent for cancellation.

11. Payments – Bearer Notes

This Condition 11 (Payments – Bearer Notes) is only applicable to Bearer Notes.

(a) Principal: In relation to Bearer Notes not held in the CMU, payments of principal shall bemade only against presentation and (provided that payment is made in full) surrender ofBearer Notes at the Specified Office of any Paying Agent outside the United States by

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transfer to an account denominated in that currency (or, if that currency is euro, any otheraccount to which euro may be credited or transferred) and maintained by the payee with, abank in the Principal Financial Centre of that currency.

(b) Interest: In relation to Bearer Notes not held in the CMU, payments of interest shall, subjectto paragraph (h) (Payments other than in respect of matured Coupons) below, be made onlyagainst presentation and (provided that payment is made in full) surrender of the appropriateCoupons at the Specified Office of any Paying Agent outside the United States in the mannerdescribed in paragraph (a) (Principal) above.

(c) Payments for Bearer Notes held in the CMU: In relation to Bearer Notes held in the CMU,payments of principal and interest in respect of Bearer Notes held in the CMU will be madeto the person(s) for whose account(s) interests in the relevant Bearer Note are credited asbeing held with the CMU in accordance with the CMU Rules (as defined in the AgencyAgreement) at the relevant time.

Payments of principal and interest in respect of Bearer Notes represented by a Global Noteheld through CMU will be made to the person(s) for whose account(s) interests in therelevant Global Note are credited as being held within the CMU in accordance with theCMU Rules at the relevant time.

(d) Payments in New York City: Payments of principal or interest may be made at the SpecifiedOffice of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agentsoutside the United States with the reasonable expectation that such Paying Agents will beable to make payment of the full amount of the interest on the Notes in the currency in whichthe payment is due when due, (ii) payment of the full amount of such interest at the officesof all such Paying Agents is illegal or effectively precluded by exchange controls or othersimilar restrictions and (iii) payment is permitted by applicable United States law.

(e) Payments subject to fiscal laws: All payments in respect of the Bearer Notes are subject inall cases to (i) any applicable fiscal or other laws and regulations in the place of payment,but without prejudice to the provisions of Condition 13 (Taxation) and (ii) any withholdingor deduction required pursuant to an agreement described in Section 1471(b) of the USInternal Revenue Code of 1986 (the ‘‘Code’’) or otherwise imposed pursuant to Sections1471 through 1474 of the Code, any regulations or agreements thereunder, any officialinterpretations thereof, or (without prejudice to the provisions of Condition 13 (Taxation))any law implementing an intergovernmental approach thereto. No commissions or expensesshall be charged to the Noteholders or Couponholders in respect of such payments.

(f) Deductions for unmatured Coupons: If the relevant Pricing Supplement specifies that theFixed Rate Note Provisions are applicable and a Bearer Note is presented without allunmatured Coupons relating thereto:

(i) if the aggregate amount of the missing Coupons is less than or equal to the amount ofprincipal due for payment, a sum equal to the aggregate amount of the missing Couponswill be deducted from the amount of principal due for payment; provided, however, thatif the gross amount available for payment is less than the amount of principal due forpayment, the sum deducted will be that proportion of the aggregate amount of suchmissing Coupons which the gross amount actually available for payment bears to theamount of principal due for payment;

(ii) if the aggregate amount of the missing Coupons is greater than the amount of principaldue for payment:

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(A) so many of such missing Coupons shall become void (in inverse order ofmaturity) as will result in the aggregate amount of the remainder of such missingCoupons (the ‘‘Relevant Coupons’’) being equal to the amount of principal duefor payment; provided, however, that where this sub-paragraph would otherwiserequire a fraction of a missing Coupon to become void, such missing Couponshall become void in its entirety; and

(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, theamount of principal due for payment) will be deducted from the amount ofprincipal due for payment; provided, however, that, if the gross amount availablefor payment is less than the amount of principal due for payment, the sumdeducted will be that proportion of the aggregate amount of the Relevant Coupons(or, as the case may be, the amount of principal due for payment) which the grossamount actually available for payment bears to the amount of principal due forpayment.

Each sum of principal so deducted shall be paid in the manner provided in paragraph (a)(Principal) above against presentation and (provided that payment is made in full) surrenderof the relevant missing Coupons.

(g) Unmatured Coupons void: If the relevant Pricing Supplement specifies that this Condition11(g) is applicable or that the Floating Rate Note Provisions or the Index-Linked InterestNote Provisions are applicable, on the due date for final redemption of any Note or earlyredemption in whole of such Note pursuant to Condition 10(b) (Redemption for tax reasons),Condition 10(c) (Redemption at the option of the Issuer), Condition 10(e) (Redemption forChange of Control), Condition 10(f) (Redemption at the option of Noteholders) or Condition14 (Events of Default), all unmatured Coupons relating thereto (whether or not still attached)shall become void and no payment will be made in respect thereof.

(h) Payments on business days: If the due date for payment of any amount in respect of anyBearer Note or Coupon is not a Payment Business Day in the place of presentation, theHolder shall not be entitled to payment in such place of the amount due until the nextsucceeding Payment Business Day in such place and shall not be entitled to any furtherinterest or other payment in respect of any such delay.

(i) Payments other than in respect of matured Coupons: Payments of interest other than inrespect of matured Coupons shall be made only against presentation of the relevant BearerNotes at the Specified Office of any Paying Agent outside the United States (or in New YorkCity if permitted by paragraph (d) (Payments in New York City) above).

(j) Partial payments: If a Paying Agent makes a partial payment in respect of any Bearer Noteor Coupon presented to it for payment, such Paying Agent will endorse thereon a statementindicating the amount and date of such payment.

(k) Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at thetime of issue) part of a Coupon Sheet relating to the Bearer Notes, the Talon forming part ofsuch Coupon Sheet may be exchanged at the Specified Office of the Fiscal Agent for afurther Coupon Sheet including, if appropriate, a further Talon but excluding any Coupons inrespect of which claims have already become void pursuant to Condition 15 (Prescription).Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating tosuch Note shall become void and no Coupon will be delivered in respect of such Talon.

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12. Payments – Registered Notes

This Condition 12 (Payments – Registered Notes) is only applicable to Registered Notes.

(a) Principal: In relation to Registered Notes not held in the CMU, payments of principal shallbe made by transfer to an account denominated in that currency (or, if that currency is euro,any other account to which euro may be credited or transferred) and maintained by the payeewith, a bank in the Principal Financial Centre of that currency, and (in the case ofredemption) upon surrender (or, in the case of part payment only, endorsement) of therelevant Note Certificates at the Specified Office of any Paying Agent.

(b) Interest: In relation to Registered Notes not held in the CMU, payments of interest shall bytransfer to an account denominated in that currency (or, if that currency is euro, any otheraccount to which euro may be credited or transferred) and maintained by the payee with, abank in the Principal Financial Centre of that currency, and (in the case of interest payableon redemption) upon surrender (or, in the case of part payment only, endorsement) of therelevant Note Certificates at the Specified Office of any Paying Agent.

(c) Payments for Registered Notes held in the CMU: In relation to Registered Notes held in theCMU, payments of principal and interest in respect of Registered Notes held in the CMU willbe made to the person(s) for whose account(s) interests in the relevant Registered Note arecredited as being held with the CMU in accordance with the CMU Rules (as defined in theAgency Agreement) at the relevant time.

Each payment made in respect of the Global Note Certificate will be made to the personshown as the Holder in the Register at the close of business (in the relevant Clearing System)on the Clearing System Business Day before the due date for such payment (the Record Date)where ‘‘Clearing System Business Day’’ means a day on which each clearing system forwhich the Global Note Certificate is being held is open for business.

Payments of principal and interest in respect of Registered Notes represented by a GlobalNote Certificate held through CMU will be made to the person(s) for whose account(s)interests in the relevant Global Note Certificate are credited as being held within the CMUin accordance with the CMU Rules at the relevant time.

(d) Payments subject to fiscal laws: All payments in respect of the Registered Notes are subjectin all cases to (i) any applicable fiscal or other laws and regulations in the place of payment,but without prejudice to the provisions of Condition 13 (Taxation) and (ii) any withholdingor deduction required pursuant to an agreement described in Section 1471(b) of the USInternal Revenue Code of 1986 (the ‘‘Code’’) or otherwise imposed pursuant to Sections1471 through 1474 of the Code, any regulations or agreements thereunder, any officialinterpretations thereof, or (without prejudice to the provisions of Condition 13 (Taxation))any law implementing an intergovernmental approach thereto. No commissions or expensesshall be charged to the Noteholders in respect of such payments.

(e) Payments on business days: Payment instructions (for value the due date, or, if the due dateis not Payment Business Day, for value the next succeeding Payment Business Day) will beinitiated. A Holder of a Registered Note shall not be entitled to any interest or other paymentin respect of any delay in payment resulting from the due date for a payment not being aPayment Business Day.

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(f) Partial payments: If a Paying Agent makes a partial payment in respect of any RegisteredNote, the Issuer shall procure that the amount and date of such payment are noted on theRegister and, in the case of partial payment upon presentation of a Note Certificate, that astatement indicating the amount and the date of such payment is endorsed on the relevantNote Certificate.

(g) Record date: Each payment in respect of a Registered Note will be made to the person shownas the Holder in the Register at the opening of business in the place of the Registrar’sSpecified Office on the fifteenth day before the due date for such payment (the ‘‘RecordDate’’).

13. Taxation

(a) Gross up: All payments of principal and interest in respect of the Notes and the Coupons byor on behalf of the Issuer or the Guarantor shall be made free and clear of, and withoutwithholding or deduction for or on account of, any present or future taxes, duties,assessments or governmental charges of whatever nature imposed, levied, collected, withheldor assessed by or on behalf of the British Virgin Islands, the PRC or Hong Kong or anypolitical subdivision therein or any authority therein or thereof having power to tax, unlessthe withholding or deduction of such taxes, duties, assessments, or governmental charges isrequired by law. In that event, the Issuer or (as the case may be) the Guarantor shall pay suchadditional amounts as will result in receipt by the Noteholders and the Couponholders aftersuch withholding or deduction of such amounts as would have been received by them had nosuch withholding or deduction been required, except that no such additional amounts shall bepayable in respect of any Note or Coupon:

(i) held by or on behalf of a Holder which is liable to such taxes, duties, assessments orgovernmental charges in respect of such Note or Coupon by reason of its having someconnection with the jurisdiction by which such taxes, duties, assessments or chargeshave been imposed, levied, collected, withheld or assessed other than the mere holdingof the Note or Coupon; or

(ii) where the relevant Note or Coupon or Note Certificate is presented or surrendered forpayment more than 30 days after the Relevant Date except to the extent that the Holderof such Note or Coupon would have been entitled to such additional amounts onpresenting or surrendering such Note or Coupon or Note Certificate for payment on thelast day of such period of 30 days; or

(iii) held by a Holder who would not be liable for or subject to such withholding ordeduction by making a declaration of identity, non-residence or other similar claim forexemption to the relevant tax authority if, after having been requested to make suchdeclaration or claim, such Holder fails to do so within any applicable period prescribedby such relevant tax authority.

(b) Taxing jurisdiction: If the Issuer or the Guarantor becomes subject at any time to any taxingjurisdiction other than the British Virgin Islands, the PRC or Hong Kong, respectively,references in these Conditions to the British Virgin Islands, the PRC or Hong Kong shall beconstrued as references to the British Virgin Islands, the PRC or Hong Kong (as the casemay be) and/or such other jurisdiction.

14. Events of Default

If any of the following events (each an ‘‘Event of Default’’) occurs and is continuing:

(a) Non-payment: default is made in the payment on the due date of principal of or any intereston any of the Notes and such failure continues for a period of 30 days; or

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(b) Breach of other obligations: (i) the Issuer or the Guarantor does not perform or comply withany one or more of its other obligations under or in respect of the Notes or the Deed ofCovenant or (ii) the Guarantor does not perform or comply with any one or more of its otherobligations under or in respect of the Guarantee of the Notes, in each case, which defaultremains unremedied for a period of 45 days after written notice of such default shall havebeen delivered to the Issuer and the Guarantor (with a copy to the Fiscal Agent) by holdersof an aggregate principal amount of not less than 10 per cent. of the outstanding Notes; or

(c) Cross-default:

(i) any other present or future Indebtedness for Borrowed Money of the Issuer, theGuarantor or any of their respective Subsidiaries becomes due and payable prior to itsstated maturity by reason of any default, event of default or the like (howsoeverdescribed) in respect of the terms thereof; or

(ii) any such Indebtedness for Borrowed Money is not paid when due or, as the case maybe, within any applicable grace period; or

(iii) the Issuer, the Guarantor or any of their respective Subsidiaries shall fail to honourwhen due and called upon any guarantee and/or indemnity of any Indebtedness forBorrowed Money,

provided that the aggregate amount of the Indebtedness of Borrowed Money in respect ofwhich one or more of the events mentioned above in this Condition 14(c) have occurredequals or exceeds US$30,000,000 or its equivalent; or

(d) Insolvency: the Issuer, the Guarantor or any of the Guarantor Material Subsidiaries isinsolvent or bankrupt or unable to pay its debts, stops or suspends payment of all or amaterial part of its debts, proposes or makes any agreement for the deferral, rescheduling orother readjustment of all or a material part of its debts, proposes or makes a generalassignment or an arrangement or composition with or for the benefit of the relevant creditorsin respect of any of such debts or a moratorium is agreed or declared in respect of oraffecting all or a material part of the debts of the Issuer, the Guarantor or any of theGuarantor Material Subsidiaries; or

(e) Winding-up: an order is made or an effective resolution passed for the winding-up ordissolution or administration of the Issuer, the Guarantor or any of the Guarantor MaterialSubsidiaries, or the Issuer, the Guarantor or any of the Guarantor Material Subsidiaries ceasesto carry on all or a material part of its business or operations, except for the purpose of andfollowed by a reconstruction, amalgamation, reorganisation, merger or consolidation (i) onterms approved by an Extraordinary Resolution of the Noteholders, or (ii) in the case of aGuarantor Material Subsidiary, whereby the undertaking and assets of the Guarantor MaterialSubsidiary are transferred to or otherwise vested in the Guarantor or another of the GuarantorMaterial Subsidiaries; or

(f) Security Enforced: a secured party takes possession, or a receiver, administrative receiver,administrator, manager or other similar officer is appointed, of the whole or a substantial partof the undertaking or assets of the Issuer, the Guarantor or any of the Guarantor MaterialSubsidiaries and shall not be discharged within 45 days of being enforced; or

(g) Enforcement Proceedings: if a distress, attachment, execution, any seizure before judgment orother legal process shall be sued out, levied, or enforced upon or against a substantial part ofthe property, assets, revenues or undertaking of the Issuer, the Guarantor or any of theGuarantor Material Subsidiaries and shall not be stayed or discharged within 45 days ofbeing sued out, levied or enforced; or

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(h) Authorisation and Consents: any action, condition or thing (including the obtaining oreffecting of any necessary consent, approval, authorisation, exemption, filing, licence, order,recording or registration) at any time required to be taken, fulfilled or done in order (i) toenable the Issuer or as the case may be, the Guarantor, lawfully to enter into, exercise itsrights and perform and comply with its obligations under the Notes, the Deed of Covenantand the Deed of Guarantee; (ii) to ensure that those obligations are legally binding andenforceable; and (iii) to make the Notes, the Deed of Covenant and the Deed of Guaranteeadmissible in evidence in the courts of England is not taken, fulfilled or done; or

(i) Illegality: it is or will become unlawful for the Issuer or the Guarantor to perform or complywith any one or more of its obligations under any of the Notes, the Coupons, the Deed ofCovenant, the Deed of Guarantee or the Agency Agreement and the Issuer or, as the casemay be, the Guarantor fails to obtain the necessary waiver or approval or complete such othernecessary remedial action within 60 days such that the Issuer or, as the case may be, theGuarantor may lawfully perform such obligations; or

(j) Deed of Guarantee: the Deed of Guarantee is not (or is claimed by the Guarantor not to be)enforceable, valid or in full force and effect; or

(k) Analogous events: any event occurs which under the laws of any relevant jurisdiction has ananalogous effect to any of the events referred to in any of Conditions 14(d) (Insolvency) to14(g) (Enforcement Proceedings) (both inclusive),

then any Noteholder may, by written notice addressed to the Issuer and the Guarantor anddelivered to the Issuer and the Guarantor or to the Specified Office of the Fiscal Agent, declareany Notes held by it to be immediately due and payable, whereupon they shall becomeimmediately due and payable at their Early Termination Amount together with accrued interest (ifany) without further action or formality. Notice of any such declaration shall promptly be given tothe Noteholders.

15. Prescription

Claims for principal in respect of Bearer Notes shall become void unless the relevant Bearer Notesare presented for payment within ten years of the appropriate Relevant Date. Claims for interest inrespect of Bearer Notes shall become void unless the relevant Coupons are presented for paymentwithin five years of the appropriate Relevant Date. Claims for principal and interest on redemptionin respect of Registered Notes shall become void unless the relevant Note Certificates aresurrendered for payment within ten years of the appropriate Relevant Date.

16. Replacement of Notes and Coupons

If any Note, Note Certificate or Coupon is lost, stolen, mutilated, defaced or destroyed, it may bereplaced at the Specified Office of the Fiscal Agent, in the case of Bearer Notes, or the Registrar,in the case of Registered Notes (and, if the Notes are then admitted to listing, trading and/orquotation by any competent authority, stock exchange and/or quotation system which requires theappointment of a Paying Agent or Transfer Agent in any particular place, the Paying Agent orTransfer Agent having its Specified Office in the place required by such competent authority, stockexchange and/or quotation system), subject to all applicable laws and competent authority, stockexchange and/or quotation system requirements, upon payment by the claimant of the expensesincurred in connection with such replacement and on such terms as to evidence, security,indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Notes, NoteCertificates or Coupons must be surrendered before replacements will be issued.

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17. Agents

In acting under the Agency Agreement and in connection with the Notes and the Coupons, theAgents act solely as agents of the Issuer do not assume any obligations towards or relationship ofagency or trust for or with any of the Noteholders or Couponholders.

The initial Agents and their initial Specified Offices are listed below. The initial Calculation Agent(if any) is specified in the relevant Pricing Supplement. The Issuer reserves the right at any time tovary or terminate the appointment of any Agent and to appoint a successor fiscal agent or registraror Calculation Agent and additional or successor paying agents; provided, however, that:

(a) the Issuer shall at all times maintain a fiscal agent and a registrar; and

(b) if a Calculation Agent is specified in the relevant Pricing Supplement, the Issuer shall at alltimes maintain a Calculation Agent; and

(c) if and for so long as the Notes are admitted to listing, trading and/or quotation by anycompetent authority, stock exchange and/or quotation system which requires the appointmentof a Paying Agent and/or a Transfer Agent in any particular place, the Issuer shall maintain aPaying Agent and/or a Transfer Agent having its Specified Office in the place required bysuch competent authority, stock exchange and/or quotation system.

Notice of any change in any of the Agents or in their Specified Offices shall promptly be given tothe Noteholders.

18. Meetings of Noteholders; Modification and Waiver

(a) Meetings of Noteholders: The Agency Agreement contains provisions for convening meetingsof Noteholders to consider matters relating to the Notes, including the modification of anyprovision of these Conditions. Any such modification may be made if sanctioned by anExtraordinary Resolution. Such a meeting may be convened by the Issuer and shall beconvened by them upon the request in writing of Noteholders holding not less than 10 percent. of the aggregate principal amount of the outstanding Notes. The quorum at any meetingconvened to vote on an Extraordinary Resolution will be two or more Persons holding orrepresenting a clear majority of the aggregate principal amount of the outstanding Notes or,at any adjourned meeting, two or more Persons being or representing Noteholders whateverthe principal amount of the Notes held or represented; provided, however, that ReservedMatters may only be sanctioned by an Extraordinary Resolution passed at a meeting ofNoteholders at which two or more Persons holding or representing not less than 67 per cent.or, at any adjourned meeting, not less than 25 per cent. of the aggregate principal amount ofthe outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any suchmeeting shall be binding on all the Noteholders and Couponholders, whether present or not.

In addition, the Agency Agreement provides that (i) a resolution passed at a meeting dulyconvened and held in accordance with the Agency Agreement by a majority consisting of notless than three quarters of the votes cast on such resolution, (ii) consent given by way ofelectronic consents through the relevant clearing system(s) (in a form satisfactory to theFiscal Agent) by or on behalf of the holder of not less than 75 per cent. of the aggregateprincipal amount of the Notes for the time being outstanding, or (iii) a resolution in writingsigned by or on behalf of not less than 90 per cent. of the Noteholders who for the timebeing are entitled to receive notice of a meeting of Noteholders, will take effect as if it werean Extraordinary Resolution. Such a resolution in writing may be contained in one documentor several documents in the same form, each signed by or on behalf of one or moreNoteholders.

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(b) Modification, waiver and authorisation: Notwithstanding Condition 18(a) (Meetings ofNoteholders) above, the Notes, these Conditions, the Deed of Guarantee and the Deed ofCovenant may be amended without the consent of the Noteholders or the Couponholders tocorrect a manifest error. In addition, the parties to the Agency Agreement may without theconsent of the Noteholders or the Couponholders, agree to (i) any modification of anyprovision of the Agency Agreement that is of a formal, minor or technical nature or is madeto correct a manifest error and (ii) any other modification and any waiver or authorisation ofany breach or proposed breach of any of the provisions of the Agency Agreement that is, inthe opinion of such parties, not materially prejudicial to the interests of the Noteholders.

19. Further Issues

The Issuer may from time to time, without the consent of the Noteholders or the Couponholders,create and issue further notes having the same terms and conditions as the Notes in all respects (orin all respects except for the first payment of interest thereon, the date from which interest starts toaccrue and if applicable, the timing for notification to the NDRC) so as to form a single serieswith the Notes.

20. Notices

(a) Bearer Notes: Notices to the Holders of Bearer Notes shall be valid if published in a leadingEnglish language daily newspaper published in Hong Kong or if such publication is notpracticable, in a leading English language daily newspaper having general circulation in Asia.Any such notice shall be deemed to have been given on the date of first publication (or ifrequired to be published in more than one newspaper, on the first date on which publicationshall have been made in all the required newspapers). Couponholders shall be deemed for allpurposes to have notice of the contents of any notice given to the Holders of Bearer Notes.

(b) Registered Notes: Notices to the Holders of Registered Notes shall be sent to them by firstclass mail (or its equivalent) or (if posted to an overseas address) by airmail at theirrespective addresses on the Register. Any such notice shall be deemed to have been given onthe fourth day after the date of mailing.

So long as the Notes are represented by a Global Note or a Global Note Certificate and suchGlobal Note or Global Note Certificate is held on behalf of Euroclear, Clearstream, CMU, or anyother clearing system, notices to the holders of Notes of that Series may be given by delivery of therelevant notice to that clearing system for communication by it to entitled accountholders insubstitution for publication as required by the Conditions and such notice shall be deemed to havebeen given to the Noteholders on the date of delivery to that clearing system.

21. Currency Indemnity

If any sum due from the Issuer in respect of the Notes or the Coupons or any order or judgmentgiven or made in relation thereto has to be converted from the currency (the ‘‘first currency’’) inwhich the same is payable under these Conditions or such order or judgment into another currency(the ‘‘second currency’’) for the purpose of (a) making or filing a claim or proof against theIssuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any orderor judgment given or made in relation to the Notes, the Issuer shall indemnify each Noteholder, onthe written demand of such Noteholder addressed to the Issuer and delivered to the Issuer or to theSpecified Office of the Fiscal Agent, against any loss suffered as a result of any discrepancybetween (i) the rate of exchange used for such purpose to convert the sum in question from thefirst currency into the second currency and (ii) the rate or rates of exchange at which suchNoteholder may in the ordinary course of business purchase the first currency with the secondcurrency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order,judgment, claim or proof.

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This indemnity constitutes a separate and independent obligation of the Issuer and shall give riseto a separate and independent cause of action.

22. Rounding

For the purposes of any calculations referred to in these Conditions (unless otherwise specified inthese Conditions or the relevant Pricing Supplement), (a) all percentages resulting from suchcalculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentagepoint (with 0.000005 per cent. being rounded up to 0.00001 per cent.), (b) all United States dollaramounts used in or resulting from such calculations will be rounded to the nearest cent (with onehalf cent being rounded up), (c) all Japanese Yen amounts used in or resulting from suchcalculations will be rounded downwards to the next lower whole Japanese Yen amount, and (d) allamounts denominated in any other currency used in or resulting from such calculations will berounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards.

23. Governing Law and Jurisdiction

(a) Governing law: The Agency Agreement, the Deed of Guarantee, the Deed of Covenant, theNotes and any non-contractual obligations arising out of or in connection with the AgencyAgreement, the Deed of Guarantee, the Deed of Covenant and the Notes are governed by,and construed in accordance with, English law.

(b) Submission to jurisdiction

(i) Subject to Condition 23(b)(iii) (Submission to jurisdiction) below, the English courtshave exclusive jurisdiction to settle any dispute arising out of or in connection with theNotes, including any dispute as to their existence, validity, interpretation, performance,breach or termination or the consequences of their nullity and any dispute relating toany non-contractual obligations arising out of or in connection with the Notes (aDispute) and accordingly each of the Issuer and any Noteholders in relation to anyDispute submits to the exclusive jurisdiction of the English courts.

(ii) For the purposes of this Condition 23(b) (Submission to jurisdiction), the Issuer waivesany objection to the English courts on the grounds that they are an inconvenient orinappropriate forum to settle any Dispute.

(iii) To the extent allowed by law, the Noteholders may, in respect of any Dispute orDisputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrentproceedings in any number of jurisdictions.

(c) Appointment of process agent: Each of the Issuer and the Guarantor irrevocably appoints LawDebenture Corporate Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EXas its agent for service of process in any proceedings before the English courts in relation toany Dispute and agrees that, in the event of Law Debenture Corporate Services Limited beingunable or unwilling for any reason so to act, it will immediately appoint another person as itsagent for service of process in England in respect of any Dispute. The Issuer agrees thatfailure by a process agent to notify it of any process will not invalidate service. Nothingherein shall affect the right to serve process in any other manner permitted by law.

(d) Waiver of immunity: Each of the Issuer and the Guarantor irrevocably and unconditionallywith respect to any Dispute (i) waives any right to claim sovereign or other immunity fromjurisdiction, recognition or enforcement and any similar argument in any jurisdiction, (ii)submits to the jurisdiction of the English courts and the courts of any other jurisdiction inrelation to the recognition of any judgment or order of the English courts or the courts of anycompetent jurisdiction in relation to any Dispute and (iii) consents to the giving of any relief(whether by way of injunction, attachment, specific performance or other relief) or the issue

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of any related process, in any jurisdiction, whether before or after final judgment, includingwithout limitation, the making, enforcement or execution against any property whatsoever(irrespective of its use or intended use) of any order or judgment made or given inconnection with any Dispute.

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FORM OF PRICING SUPPLEMENT

The Pricing Supplement in respect of each Tranche of Notes will be substantially in the following form,duly supplemented (if necessary), amended (if necessary) and completed to reflect the particular termsof the relevant Notes and their issue.

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to beoffered, sold or otherwise made available to and should not be offered, sold or otherwise made availableto any retail investor in the European Economic Area (‘‘EEA’’). For these purposes, a retail investormeans a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) ofDirective 2014/65/EU (as amended, ‘‘MiFID II’’); or (ii) a customer within the meaning of Directive(EU) 2016/97 (the ‘‘Insurance Distribution Directive’’), where that customer would not qualify as aprofessional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor asdefined in Regulation (EU) 2017/1129 (as amended or superseded, the ‘‘Prospectus Regulation’’).Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,the ‘‘PRIIPs Regulation’’) for offering or selling the Notes or otherwise making them available to retailinvestors in the EEA has been prepared and therefore offering or selling the Notes or otherwise makingthem available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]1

[PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to beoffered, sold or otherwise made available to and should not be offered, sold or otherwise made availableto any retail investor in the United Kingdom (‘‘UK’’). For these purposes, a retail investor means aperson who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018(‘‘EUWA’’); (ii) a customer within the meaning of the provisions of the Financial Services and MarketsAct 2000 (‘‘FSMA’’) and any rules or regulations made under the FSMA to implement Directive (EU)2016/97, where that customer would not qualify as a professional client, as defined in point (8) ofArticle 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA;or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part ofdomestic law by virtue of the EUWA. Consequently no key information document required byRegulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the ‘‘UKPRIIPs Regulation’’) for offering or selling the Notes or otherwise making them available to retailinvestors in the UK has been prepared and therefore offering or selling the Notes or otherwise makingthem available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]2

[MIFID II product governance/Professional investors and ECPs only target market – Solely for thepurposes of [the/each] manufacturer’s product approval process, the target market assessment in respectof the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterpartiesand professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of theNotes to eligible counterparties and professional clients are appropriate. Any person subsequentlyoffering, selling or recommending the Notes (a ‘‘distributor’’) should take into consideration themanufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsiblefor undertaking its own target market assessment in respect of the Notes (by either adopting or refiningthe manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.]

[UK MIFIR product governance/Professional investors and ECPs only target market – Solely forthe purposes of [the/each] manufacturer’s product approval process, the target market assessment inrespect of the Notes has led to the conclusion that: (1) the target market for the Notes is only eligible

1 Legend to be included on front of the Pricing Supplement if the Notes potentially constitute ‘‘packaged’’ products and nokey information document will be prepared or the Issuer wishes to prohibit offers to EEA retail investors for any otherreason, in which case the selling restriction should be specified to be ‘‘Applicable’’.

2 Legend to be included on front of the Pricing Supplement if the Notes potentially constitute ‘‘packaged’’ products and nokey information document will be prepared or the Issuer wishes to prohibit offers to UK retail investors for any otherreason, in which case the selling restriction should be specified to be ‘‘Applicable’’.

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counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (‘‘COBS’’) andprofessional clients, as defined in Regulation (EU) No 60/2014 as it forms part of domestic law byvirtue of the European Union (Withdrawal) Act 2018 (‘‘UK MiFIR’’); and (ii) all channels fordistribution of the Notes to eligible counterparties and professional clients are appropriate. Any personsubsequently offering, selling or recommending the Notes (a ‘‘distributor’’) should take intoconsideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to theFCA Handbook Product Intervention and Product Governance Sourcebook (the ‘‘UK MiFIR ProductGovernance Rules’’) is responsible for undertaking its own target market assessment in respect of theNotes (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determiningappropriate distribution channels.’’]

Singapore Securities and Futures Act Product Classification – Solely for the purposes of itsobligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter289) of Singapore (the ‘‘SFA’’), the Issuer has determined, and hereby notifies all relevant persons (asdefined in Section 309A of the SFA) that the Notes are ‘‘prescribed capital markets products’’ (asdefined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore).

[To include for Notes to be listed on the Hong Kong Stock Exchange:

This document is for distribution to professional investors (as defined in Chapter 37 of the RulesGoverning the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Hong KongStock Exchange’’) (‘‘Professional Investors’’)) only.

Notice to Hong Kong investors: each of the Issuer and the Guarantor confirms that the Notes areintended for purchase by Professional Investors only and will be listed on the Hong Kong StockExchange on that basis. Accordingly, each of the Issuer and the Guarantor confirms that the Notes arenot appropriate as an investment for retail investors in Hong Kong. Investors should carefully considerthe risks involved.

The Hong Kong Stock Exchange has not reviewed the contents of this document, other than toensure that the prescribed form disclaimer and responsibility statements, and a statement limitingdistribution of this document to Professional Investors only have been reproduced in thisdocument. Listing of the Programme and the Notes on the Hong Kong Stock Exchange is not to betaken as an indication of the commercial merits or credit quality of the Programme, the Notes orthe Issuer, the Guarantor and the Group, or quality of disclosure in this document. Hong KongExchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for thecontents of this document, make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole orany part of the contents of this document.

This Pricing Supplement includes particulars given in compliance with the Rules Governing the Listingof Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information withregard to the Issuer, the Guarantor and the Group. Each of the Issuer and the Guarantor accepts fullresponsibility for the accuracy of the information contained in this Pricing Supplement and confirms,having made all reasonable enquiries, that to the best of its knowledge and belief there are no other factsthe omission of which would make any statement herein misleading.]

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Pricing Supplement dated [•]

HORSE GALLOP FINANCE LIMITED

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]under the US$4,000,000,000 Medium Term Note Programme

The document constitutes the Pricing Supplement relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the‘‘Conditions’’) set forth in the Offering Circular dated 15 July 2021. This Pricing Supplement containsthe final terms of the Notes and must be read in conjunction with such Offering Circular dated 15 July2021 [and the supplemental Offering Circular dated [date]].

[The following alternative language applies if the first tranche of an issue which is being increased wasissued under an Offering Circular with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the‘‘Conditions’’) set forth in the Offering Circular dated [original date]. This Pricing Supplement containsthe pricing supplement of the Notes and must be read in conjunction with the Offering Circular dated[current date], save in respect of the Conditions which are extracted from the Offering Circular dated[original date] and are attached hereto.]

[Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that thenumbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individualparagraphs or sub-paragraphs. Italics denote guidance for completing the Pricing Supplement.]

1. Issuer: Horse Gallop Finance Limited

2. Issuer Legal Entity Identifier: 5493005LA8SD8BDUW128

3. Guarantor: ICBC International Holdings Limited

4. (i) Series Number: [•]

(ii) Tranche Number: [•]

[(iii) Date on which the Notes becomefungible:

The Notes will be consolidated and form a singleSeries with [identify earlier Tranches] on [theIssue Date/the date that is 40 days after the IssueDate/exchange of the Temporary Global Note forinterests in the Permanent Global Note, asreferred to in paragraph [25] below, which isexpected to occur on or about [date]]/[NotApplicable]]

5. Specified Currency or Currencies: [•]

6. Aggregate Nominal Amount: [•]

(i) Series: [•]

(ii) Tranche: [•]

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7. Issue Price: [•] per cent. of the Aggregate Nominal Amount[plus accrued interest from [insert date] (in thecase of fungible issues only, if applicable)]

8. (i) Specified Denominations4 5: [•]

(ii) Calculation Amount (in relation tocalculation of interest in global formsee Conditions):

[•]

(If only one Specified Denomination, insert theSpecified Denomination. If more than oneSpecified Denomination, insert the highestcommon factor. Note: There must be a commonfactor in the case of two or more SpecifiedDenominations.)

9. (i) Issue Date: [•]

(ii) Interest Commencement Date: [Specify/Issue Date/Not Applicable] (N.B. AnInterest Commencement Date will not berelevant for certain Notes, for example ZeroCoupon Notes.)

10. Maturity Date: [Specify date or (for Floating Rate Notes) –

Interest Payment Date falling in or nearest to[specify month and year]]6

11. Interest Basis: [[•] per cent. Fixed Rate][[Specify reference rate] +/- [•] per cent.Floating Rate][Zero Coupon][Index Linked Interest][Dual Currency Interest][Other (Specify)](further particulars specified below)

12. Redemption/Payment Basis: [Redemption at par][Index Linked Redemption][Dual Currency Redemption][Partly Paid][Instalment][Other (Specify)]

4 Notes (including Notes denominated in sterling) in respect of which the issue proceeds are to be accepted by the Issuer inthe United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the FSMA and which have amaturity of less than one year and must have a minimum redemption value of £100,000 (or its equivalent in othercurrencies).

5 If the specified denomination is expressed to be €100,000 or its equivalent and multiples of a lower principal amount (forexample €1,000), insert the additional wording as follows: €100,000 and integral multiples of €1,000 in excess thereof up toand including €199,000. No notes in definitive form will be issued with a denomination above €199,000. In relation to anyissue of Notes which are a ‘‘Global Note exchangeable for Definitive Notes’’ in circumstances other than ‘‘in the limitedcircumstances specified in the Global Notes’’, such Notes may only be issued in denominations equal to, or greater than,€100,000 (or equivalent) and multiples thereof.

6 Note that for Renminbi or Hong Kong dollar denominated Fixed Rate Notes where Interest Payment Dates are subject tomodification it will be necessary to use the second option here.

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13. Change of Interest or Redemption/PaymentBasis:

[Spe c i f y d e t a i l s o f an y p ro v i s i o n f o rconvertibility of Notes into another interest orredemption/payment basis][Not Applicable]

14. Put/Call Options: [Investor Put][Issuer Call][CoC Put Option][(further particulars specified below)][Not Applicable]

15. Listing: [Hong Kong/Other (specify)/None] (For Notes tobe listed on the [Hong Kong Stock Exchange],insert the expected effective listing date of theNotes)

16. (i) Status of the Notes: [Senior]

(ii) Status of the Guarantee: [Senior]

(iii) Date of regulatory approval forissuance of Notes obtained:

[Pre-Issuance NDRC Registration Certificatedated [•]/name and date of the NDRC Quota (inrespect of the foreign debt issuance quota grantedby NDRC in favour o f Indus t r i a l andCommercial Bank of China Limited)]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17. Fixed Rate Note Provisions [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Rate[(s)] of Interest: [•] per cent. per annum [payable [annually/semi-annually/quarterly/monthly/other (specify)] inarrear on each Interest Payment Date]7

(ii) Interest Payment Date(s): [[•] in each year up to and including the MaturityDate]/[Specify other]

(Amend appropriately in the case of irregularcoupons)

7 Note that for certain Renminbi or Hong Kong dollar denominated Fixed Rate Notes the Interest Payment Dates are subjectto modification and the following words should be added: ‘‘provided that if any Interest Payment Date falls on a day whichis not a Business Day, the Interest Payment Date will be the next succeeding Business Day unless it would thereby fall inthe next calendar month in which event the Interest Payment Date shall be brought forward to the immediately precedingBusiness Day. For these purposes, ‘‘Business Day’’ means a day, other than a Saturday or a Sunday on which commercialbanks and foreign exchange markets settle payments and are open for general business (including dealing in foreignexchange and currency deposits) in Hong Kong and [•].’’

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(iii) Fixed Coupon Amount(s) for Notes indefinitive form (and in relation toNotes in global form see Conditions):

[•] per Calculation Amount8

(iv) Broken Amount(s) for Notes indefinitive form (and in relation toNotes in global form see Conditions):

[[•] per Calculation Amount, payable on theInterest Payment Date falling [in/on] [•]][NotApplicable]

(v) Day Count Fraction: [30/360/Actual/Actual (ICMA)/specify other]

(vi) [Determination Date(s): [[•] in each year][Not Applicable]

(Only relevant where Day Count Fraction isActual/Actual (ICMA). In such a case, insertregular interest payment dates, ignoring issuedate or maturity date in the case of a long orshort first or last coupon)]

(vii) Other terms relating to the method ofcalculating interest for Fixed RateNotes:

[Not Applicable/give details]

18. Floating Rate Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Interest Period(s): [•][, subject to adjustment in accordance with theBusiness Day Convention set out in (v) below/,not subject to any adjustment, as the BusinessDay Convention in (v) below is specified to beNot Applicable]

[Each period beginning on (and including) [theInterest Commencement Date/ [•]] or anySpecified Interest Period Date and ending on(but excluding) the next Specified Interest PeriodDate, subject to adjustment in accordance withthe Business Day Convention set out in (v)below, and ‘‘Specified Interest Period Date’’means [[•], [•], [•] and [•]] in each year up toand including the Maturity Date, subject toadjustment in accordance with the Business DayConvention set out in (v) below] (Onlyapplicable in the case of SOFR Payment Delaywhere Interest Period Date is required)

8 For Renminbi or Hong Kong dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject tomodification the following alternative wording is appropriate: ‘‘Each Fixed Coupon Amount shall be calculated bymultiplying the product of the Rate of Interest and the Calculation Amount by the Day Count Fraction and rounding theresultant figure to the nearest RMB0.01, RMB0.005 for the case of Renminbi denominated Fixed Rate Notes to the nearestHK$0.01, HK$0.005 for the case of Hong Kong dollar denominated Fixed Rate Notes, being rounded upwards’’.

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(ii) Specified Period: [•][, subject to adjustment in accordance with theBusiness Day Convention set out in (v) below/,not subject to any adjustment, as the BusinessDay Convention in (v) below is specified to beNot Applicable]

(Specified Period and Specified Interest PaymentDates are alternatives. If the Business DayConvention is the FRN Convention, FloatingRate Convention or Eurodollar Convention,insert ‘‘Not Applicable’’)

(iii) Specified Interest Payment Dates: [•][, subject to adjustment in accordance with theBusiness Day Convention set out in (v) below/,not subject to any adjustment, as the BusinessDay Convention in (v) below is specified to beNot Applicable]

(Specified Period and Specified Interest PaymentDates are alternatives. If the Business DayConvention is the FRN Convention, FloatingRate Convention or Eurodollar Convention,insert ‘‘Not Applicable’’)

[The definition of ‘‘Interest Payment Date’’ inCondition [•] applies.] (Only applicable in thecase of SOFR Payment Delay)

(iv) [First Interest Payment Date]: [•]

(v) Business Day Convention: [Floating Rate Convention/Following BusinessDay Convention/Modified Following BusinessDay Convent ion/Preceding Business DayConvention/other (give details)][Not Applicable]

(vi) Additional Business Centre(s): [Not Applicable/give details]

(vii) Manner in which the Rate(s) ofInterest and Interest Amount is/are tobe determined:

[Screen Rate Dete rmina t ion /Screen RateDetermination (SOFR)/ISDA Determination/other(give details)]

(viii) Party responsible for calculating theRate(s) of Interest and/or InterestAmount(s) (if not the [PrincipalPaying Agent]):

[[Name] shall be the Calculation Agent (no needto specify if the Principal Paying Agent is toperform this function)]

(ix) Screen Rate Determination:

• Reference Rate: [•] month [LIBOR/EURIBOR/specify otherReference Rate] (Either LIBOR, EURIBOR orother, although additional information isrequired if other, including fallback provisionsin the Agency Agreement.)

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• Interest Determination Date(s): [•]

(Second London business day prior to the startof each Interest Period if LIBOR (other thanSterling or euro LIBOR), first day of eachInterest Period if Sterling LIBOR and the secondday on which the TARGET2 System is open priorto the start of each Interest Period if EURIBORor euro LIBOR)

• Relevant Screen Page: [•]

(In the case of EURIBOR, if not ReutersEURIBOR01 ensure it is a page which shows acomposite rate or amend the fallback provisionsappropriately)

• Relevant Time: [For example, 11.00 a.m. London time/Brusselstime]

• Relevant Financial Centre: [For example, London/Euro-zone (where Euro-zone means the region comprised of the countrieswhose lawful currency is the euro)]

(x) Screen Rate Determination (SOFR)

• Reference Rate: SOFR Benchmark – [Simple SOFR Average/Compounded SOFR Average/SOFR IndexAverage]

• Compounded SOFR AverageMethod:

[Not Applicable/SOFR Observation Lag/SOFRObservation Shift/SOFR Payment Delay/SOFRLockout – used for Compounded SOFR Averageonly]

• Interest Determination Date(s): [The [•] U.S. Government Securities BusinessDay prior to the last day of each Interest Period– only applicable in the case of Simple SOFRAv e r a g e / SOFR Ob s e r v a t i o n L a g / SOFRObservation Shift/SOFR Lockout/SOFR IndexAverage]

[The Specified Interest Period Date at the end ofeach Interest Period, provided that the InterestDetermination Date with respect to the finalInterest Period will be the U.S. GovernmentSecurities Business Day immediately followingthe relevant SOFR Rate Cut-Off Date – onlyapplicable in the case of SOFR Payment Delay]

• Lookback Days: [[•] U.S. Government Securities Business Days –

used for SOFR Observation Lag only]/[NotApplicable]

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• SOFR Observation Shift Days: [[•] U.S. Government Securities Business Days –

used for the SOFR Observation Shift or SOFRIndex Average only]/[Not Applicable]

• SOFR Rate Cut-Off Date: [The date falling [•] Business Days prior to theend of each Interest Period, the Maturity Date orthe date fixed for redemption, as applicable-usedfor only Simple SOFR Average (if applicable),Compounded SOFR Average – SOFR PaymentDelay or SOFR Lockout only]/[Not Applicable]

• Interest Payment Delay Days: [•] Business Days – used for SOFR PaymentDelay only/[Not Applicable]

• SOFR IndexStart: [Not Applicable]/[[•] U.S. Government SecuritiesBusiness Days – used for SOFR Index Averageonly]

• SOFR IndexEnd: [Not Applicable]/[[•] U.S. Government SecuritiesBusiness Days – used for SOFR Index Averageonly]

(xi) ISDA Determination:

• Floating Rate Option: [•]

• Designated Maturity: [•]

• Reset Date: [•]

(In the case of a LIBOR or EURIBOR basedoption, the first day of the Interest Period)

(N.B. The fall-back provisions applicable toISDA Determination under the 2006 ISDADefinitions or the 2021 ISDA Definitions arereliant upon the provision by reference banks ofoffered quotations for LIBOR and/or EURIBORwhich, depending on market circumstances, maynot be available at the relevant time)

• ISDA Definitions: [2006/2021]

(xii) Margin(s): [+/-][•] per cent. per annum

(xiii) Minimum Rate of Interest: [•] per cent. per annum

(xiv) Maximum Rate of Interest: [•] per cent. per annum

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(xv) Day Count Fraction: [Actual/Actual (ISDA)][Actual/365 (Fixed)][Actual/360][30/360][30E/360][Eurobond Basis][30E/360 (ISDA)][Other]

(xvi) Fall back provisions, roundingprovisions, denominator and any otherterms relating to the method ofcalculating interest on Floating RateNotes, if different from those set outin the Conditions:

[Benchmark Event/Benchmark Event (SOFR)/specify if fallback provisions different fromthose set out in the Conditions]

19. Zero Coupon Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Accrual Yield: [•] per cent. per annum

(ii) Reference Price: [•]

(iii) Any other formula/basis ofdetermining amount payable:

[•]

(iv) Day Count Fraction in relation toEarly Redemption Amounts:

[30/360][Actual/360][Actual/365 (Fixed)]

20. Index-Linked Interest Note/othervariable-linked interest Note Provisions:

[Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Index/Formula/other variable: [give or annex details]

(ii) Calculation Agent: [give name]

(iii) Party responsible for calculating theRate of Interest (if not the CalculationAgent) and Interest Amount (if not theAgent):

[•]

(iv) Provisions for determining Couponwhere calculated by reference to Indexand/or Formula and/or other variable:

[need to include a description of marketdisruption or settlement disruption events andadjustment provisions]

(v) Interest Determination Date(s): [•]

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(vi) Provisions for determining Couponwhere calculation by reference toIndex and/or Formula and/or othervariable is impossible or impracticableor otherwise disrupted:

[•]

(vii) Interest or calculation period(s): [•]

(viii) Specified Period: [•][, subject to adjustment in accordance with theBusiness Day Convention set out in (x) below/,not subject to any adjustment, as the BusinessDay Convention in (x) below is specified to beNot Applicable]

(Specified Period and Specified Interest PaymentDates are alternatives. A Specified Period, ratherthan Specified Interest Payment Dates, will onlybe relevant if the Business Day Convention is theFRN Convention, Floating Rate Convention orEurodollar Convention. Otherwise, insert ‘‘NotApplicable’’)

(ix) Specified Interest Payment Dates: [•][, subject to adjustment in accordance with theBusiness Day Convention set out in (x) below/,not subject to any adjustment, as the BusinessDay Convention in (x) below is specified to beNot Applicable]

(Specified Period and Specified Interest PaymentDates are alternatives. If the Business DayConvention is the FRN Convention, FloatingRate Convention or Eurodollar Convention,insert ‘‘Not Applicable’’)

(x) Business Day Convention: [Floating Rate Convention/Following BusinessDay Convention/Modified Following BusinessDay Convent ion/Preceding Business DayConvention/other (give details)]

(xi) Additional Business Centre(s): [•]

(xii) Minimum Rate/Amount of Interest: [•] per cent. per annum

(xiii) Maximum Rate/Amount of Interest: [•] per cent. per annum

(xiv) Day Count Fraction: [•]

21. Dual Currency Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Rate of Exchange/method ofcalculating Rate of Exchange:

[give or annex details]

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(ii) Calculation Agent, if any, responsiblefor calculating the principal and/orinterest due:

[•]

(iii) Provisions applicable wherecalculation by reference to Rate ofExchange impossible or impracticable:

[need to include a description of marketdisruption or settlement disruption events andadjustment provisions]

(iv) Person at whose option SpecifiedCurrency(ies) is/are payable:

[•]

PROVISIONS RELATING TO REDEMPTION

22. Call Option: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Optional Redemption Date (Call): [•]

(ii) Optional Redemption Amount (Call)of each Note and method, if any, ofcalculation of such amount(s):

[[•] per Calculation Amount/[Spens Amount/Make-whole Amount / ] spec i f y o ther / s eeAppendix]

(iii) If redeemable in part:

(a) Minimum Redemption Amount: [•] per Calculation Amount

(b) Maximum Redemption Amount [•] per Calculation Amount

(iv) Notice period: [•]

(N.B. If setting notice periods which are differentto those provided in the Conditions, the Issuer isadvised to consider the practicali t ies ofd i s t r i b u t i o n o f i n f o r m a t i o n t h r o u g hintermediaries, for example, clearing systems(which require a minimum of 5 Clearing SystemBusiness Days’ notice for a call) and custodians,as well as any other notice requirements whichmay apply, for example, as between the Issuerand the relevant Paying Agents.)

23. Put Option: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i) Optional Redemption Date (Put): [•]

(ii) Optional Redemption Amount (Put) ofeach Note and method, if any, ofcalculation of such amount(s):

[[•] per Calculation Amount/specify other/seeAppendix]

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(iii) Notice period: [•]

(N.B. If setting notice periods which are differentto those provided in the Conditions, the Issuer isadvised to consider the practicali t ies ofd i s t r i b u t i o n o f i n f o r m a t i o n t h r o u g hintermediaries, for example, clearing system(which require a minimum of 15 Clearing SystemBusiness Days’ notice for a put) and custodians,as well as any other notice requirements whichmay apply, for example, as between the Issuerand the Relevant Paying Agents.)

24. CoC Put Option: [Applicable/Not Applicable]

(i) Early Redemption Amount (Change ofControl):

[•]

25. Final Redemption Amount of each Note:

In cases where the Final RedemptionAmount is Index-Linked or other variable-linked:

[[•] per Calculation Amount/specify other/seeAppendix]

(i) Index/Formula/variable: [give or annex details]

(ii) Party responsible for calculating theFinal Redemption Amount:

[•]

(iii) Provisions for determining FinalRedemption Amount where calculatedby reference to Index and/or Formulaand/or other variable:

[•]

(iv) Date for determining FinalRedemption Amount wherecalculation by reference to Index and/or Formula and/or other variable:

[•]

(v) Provisions for determining FinalRedemption Amount wherecalculation by reference to Index and/or Formula and/or other variable isimpossible or impracticable orotherwise disrupted:

[•]

(vi) [Payment Date]: [•]

(vii) Minimum Final Redemption Amount: [•] per Calculation Amount

(viii) Maximum Final Redemption Amount: [•] per Calculation Amount

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26. Early Redemption Amount [•][Not Applicable]

Early Redemption Amount(s) perCalculation Amount payable on redemptionfor taxation reasons or on event of defaultor other early redemption and/or the methodof calculating the same (if required or ifdifferent from that set out in theConditions):

(If each of the Early Redemption Amount (Tax)and the Early Termination Amount are theprincipal amount of the Notes/specify the EarlyRedemption Amount (Tax) and/or the EarlyTermination Amount if different from theprincipal amount of the Notes)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27. Form of Notes: Bearer Notes:

[Temporary Global Note exchangeable for aPermanent Global Note which is exchangeablefor Definitive Notes on [•] days’ notice/at anytime/in the limited circumstances specified in thePermanent Global Note]

[Temporary Global Note exchangeable forDefinitive Notes on [•] days’ notice]9

[Permanent Global Note exchangeable forDefinitive Notes on [•] days’ notice/at any time/in the limited circumstances specified in thePermanent Global Note]10

Registered Notes:

[Global Note Certificate exchangeable forIndividual Note Certificates on [•] days’ notice/atany time/in the limited circumstances describedin the Global Note Certificate]

28. Additional Financial Centre(s) or otherspecial provisions relating to paymentdates:

[Not Applicable/give details.]

(Note that this paragraph relates to the date andplace of payment, and not interest period enddates, to which sub paragraphs 16(vi) and 18(x)relate)

29. Talons for future Coupons or Receipts to beattached to Definitive Notes (and dates onwhich such Talons mature):

[Yes/No. If yes, give details]

9 If the Specified Denominations of the Notes in paragraph 6 includes language substantially to the following effect:‘‘[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]’’, the Temporary GlobalNote shall not be exchangeable on [•] days’ notice.

10 The exchange upon notice/at any time options should not be expressed to be applicable if the Specified Denomination of theNotes includes language substantially to the following effect: ‘‘€100,000 and integral multiples of €1,000 in excess thereofup to and including €199,000’’. Furthermore, such Specified Denomination construction is not permitted in relation to anyissuance of Notes which is to be represented on issue by a Permanent Global Notes exchangeable for Definitive Notes.

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30. Details relating to Partly Paid Notes:amount of each payment comprising theIssue Price and date on which each paymentis to be made [and consequences (if any) offailure to pay, including any right of theIssuer to forfeit the Notes and interest dueon late payment]:

[Not Applicable/give details]

31. Details relating to Instalment Notes: amountof each instalment, date on which eachpayment is to be made:

[Not Applicable/give details]

32. Redenomination, renominalisation andreconventioning provisions:

[Not Applicable/The provisions annexed to thisPricing Supplement apply]

33. Consolidation provisions: The provisions in Condition 19 (Further Issues)[annexed to this Pricing Supplement] apply

34. Any applicable currency disruption/fallbackprovisions:

[Not Applicable/give details]

35. Other terms or special conditions: [Not Applicable/give details]

DISTRIBUTION

36. (i) Method of distribution: [Syndicated/Non-syndicated]

(ii) If syndicated, names of Managers: [Not Applicable/give names]

(iii) Stabilisation Manager(s) (if any): [Not Applicable/give name/Any of the Managersappointed and acting in the capacity as aStabilisation Manager]

37. If non-syndicated, name and address ofrelevant Dealer:

[Not Applicable/give name and address]

38. US Selling Restrictions: Reg. S Category [1/2];

(In the case of Bearer Notes) – [TEFRA C/TEFRA D/TEFRA not applicable]

(In the case of Registered Notes) – NotApplicable

39. Additional selling restrictions: [Not Applicable/give details]

40. Prohibition of Sales to EEA RetailInvestors:

[Applicable/Not Applicable]

( I f the Notes c lear ly do not cons t i tu te‘‘packaged’’ products or the Notes do constitute‘‘packaged’’ products and a KID will beprepared in the EEA, ‘‘Not Applicable’’ shouldbe specified. If the Notes may constitute‘‘packaged’’ products and no KID will beprepared, ‘‘Applicable’’ should be specified.)

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41. Prohibition of Sales to UK Retail Investors: [Applicable/Not Applicable]

( I f the Notes c lear ly do not cons t i tu te‘‘packaged’’ products or the Notes do constitute‘‘packaged’’ products and a KID will beprepared in the UK, ‘‘Not Applicable’’ should bespec i f i ed . I f t h e No t e s may cons t i t u t e‘‘packaged’’ products and no KID will beprepared, ‘‘Applicable’’ should be specified.)

OPERATIONAL INFORMATION

42. ISIN Code: [•]

43. Common Code: [•]

44. CMU Instrument Number [•]

45. Any clearing system(s) other thanEuroclear/Clearstream and the CMU and therelevant identification number(s):

[Not Applicable/give name(s) and number(s)]

46. Delivery: Delivery [against/free of] payment

47. Additional Paying Agent(s) (if any): [•]

GENERAL

48. The aggregate principal amount of Notesissued has been translated into US dollars atthe rate of [•], producing a sum of (forNotes not denominated in US dollars):

[Not Applicable/US$]

49. Ratings: The Notes to be issued have been rated:

[S&P: [•]]; [and]

[Moody’s: [•]]

(each a ‘‘Rating Agency’’).

[USE OF PROCEEDS

Give details if different from the ‘‘Use of Proceeds’’ section in the Offering Circular.]

[STABILISATION

In connection with this issue, [insert name of Stabilisation Manager/any of the Managers appointed andacting in the capacity as a Stabilisation Manager] (the ‘‘Stabilisation Manager’’) (or persons acting onbehalf of any Stabilisation Manager) may over-allot Notes or effect transactions with a view tosupporting the market price of the Notes at a level higher than that which might otherwise prevail.However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the dateon which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, maycease at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes

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and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment mustbe conducted by the relevant Stabilisation Manager (or persons acting on behalf of any StabilisationManager) in accordance with all applicable laws and rules.]

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the final terms required for issue and admission to trading on theHong Kong Stock Exchange of the Notes described herein pursuant to the US$4,000,000,000 MediumTerm Note Programme.

[MATERIAL ADVERSE CHANGE STATEMENT

[Except as disclosed in this document, there/There]11 has been no significant change in the financial ortrading position of the Issuer or of the Guarantor since [insert date of last audited accounts or interimaccounts (if later)] and no material adverse change in the financial position or prospects of the Issuer orof the Guarantor since [insert date of last published annual accounts].]

RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained in this PricingSupplement.

Signed on behalf of Horse Gallop Finance Limited:

By:Duly authorised

Signed on behalf of ICBC International Holdings Limited:

By:Duly authorised

11 If any change is disclosed in the Pricing Supplement, it may require approval by the Stock Exchange(s). Considerationshould be given as to whether or not such disclosure should be made by means of a supplemental Offering Circular ratherthan in a Pricing Supplement.

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FORM OF THE NOTES

The Notes of each Series will be issued outside the United States (and in the case of Notes offered orsold in reliance on Category 2 of Regulation S, to non-US persons outside the United States) in relianceon Regulation S under the Securities Act.

Bearer Notes

Each Tranche of Notes in bearer form will initially be in the form of either a temporary global note inbearer form (the ‘‘Temporary Global Note’’), without interest coupons, or a permanent global note inbearer form (the ‘‘Permanent Global Note’’), without interest coupons, in each case as specified in therelevant Pricing Supplement. Each Temporary Global Note or, as the case may be, Permanent GlobalNote (each a ‘‘Global Note’’) will be deposited on or around the issue date of the relevant Tranche ofthe Notes with a depositary or a common depositary for Euroclear Bank SA/NV as operator of theEuroclear System (‘‘Euroclear’’) and/or Clearstream Banking S.A. (‘‘Clearstream’’) and/or any otherrelevant clearing system, and/or a sub‑custodian for the CMU.

In the case of each Tranche of Bearer Notes, the relevant Pricing Supplement will also specify whetherUnited States Treasury Regulation §1.163-5(c)(2)(i)(C) (the ‘‘TEFRA C Rules’’) or United StatesTreasury Regulation §1.163 5(c)(2)(i)(D) (the ‘‘TEFRA D Rules’’) are applicable in relation to theNotes or, if the Notes do not have a maturity of more than 365 days, that neither the TEFRA C Rulesnor the TEFRA D Rules are applicable.

Temporary Global Note exchangeable for Permanent Global Note

If the relevant Pricing Supplement specifies the form of Notes as being ‘‘Temporary Global Noteexchangeable for a Permanent Global Note’’, then the Notes will initially be in the form of a TemporaryGlobal Note which will be exchangeable, in whole or in part, for interests in a Permanent Global Note,without interest coupons, not earlier than 40 days after the issue date of the relevant Tranche of theNotes upon certification as to non-US beneficial ownership. No payments will be made under theTemporary Global Note unless exchange for interests in the Permanent Global Note is improperlywithheld or refused. In addition, interest payments in respect of the Notes cannot be collected withoutsuch certification of non-US beneficial ownership.

Whenever any interest in the Temporary Global Note is to be exchanged for an interest in a PermanentGlobal Note, the Issuer shall procure (in the case of first exchange) the delivery of a Permanent GlobalNote to the bearer of the Temporary Global Note or (in the case of any subsequent exchange) anincrease in the principal amount of the Permanent Global Note in accordance with its terms against:

(i) presentation and (in the case of final exchange) presentation and surrender of the TemporaryGlobal Note to or to the order of the Issuing and Paying Agent; and

(ii) receipt by the Issuing and Paying Agent of a certificate or certificates of non‑US beneficialownership.

The principal amount of Notes represented by the Permanent Global Note shall be equal to the aggregateof the principal amounts specified in the certificates of non‑US beneficial ownership provided, however,that in no circumstances shall the principal amount of Notes represented by the Permanent Global Noteexceed the initial principal amount of Notes represented by the Temporary Global Note.

The CMU may require that any such exchange for a Permanent Global Note is made in whole and not inpart and in such event, no such exchange will be effected until all relevant holders for whose account(s)interest(s) in such Notes are credited as being held with the CMU or any other relevant notificationsupplied to the CMU Lodging and Paying Agent by the CMU have so certified.

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If:

(a) the Permanent Global Note has not been delivered or the principal amount thereof increased by5:00 p.m. (Hong Kong time) on the seventh day after the bearer of the Temporary Global Note hasrequested exchange of an interest in the Temporary Global Note for an interest in a PermanentGlobal Note; or

(b) the Temporary Global Note (or any part thereof) has become due and payable in accordance withthe Terms and Conditions of the Notes or the date for final redemption of the Temporary GlobalNote has occurred and, in either case, payment in full of the amount of principal falling due withall accrued interest thereon has not been made to the bearer of the Temporary Global Note inaccordance with the terms of the Temporary Global Note on the due date for payment,

then the Temporary Global Note (including the obligation to deliver a Permanent Global Note) willbecome void at 5:00 p.m. (Hong Kong time) on such seventh day (in the case of (a) above) or at 5:00p.m. (Hong Kong time) on such due date (in the case of (b) above) and the bearer of the TemporaryGlobal Note will have no further rights thereunder (but without prejudice to the rights which the bearerof the Temporary Global Note or others may have under the Deed of Covenant).

The Permanent Global Note will become exchangeable, in whole but not in part only and at the requestof the bearer of the Permanent Global Note, for Bearer Notes in definitive form (‘‘Definitive Notes’’):

(a) on the expiry of such period of notice as may be specified in the Pricing Supplement; or

(b) at any time, if so specified in the Pricing Supplement; or

(c) if the Pricing Supplement specifies ‘‘in the limited circumstances described in the PermanentGlobal Note’’, then if either of the following events occurs:

(i) Euroclear or Clearstream or the CMU or any other relevant clearing system is closed forbusiness for a continuous period of 14 days (other than by reason of legal holidays) orannounces an intention permanently to cease business; or

(ii) any of the circumstances described in Condition 14 (Events of Default) occurs.

Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procurethe prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and withCoupons and Talons attached (if so specified in the Pricing Supplement), in an aggregate principalamount equal to the principal amount of Notes represented by the Permanent Global Note to the bearerof the Permanent Global Note against the surrender of the Permanent Global Note to or to the order ofthe Issuing and Paying Agent within 30 days of the bearer requesting such exchange.

If:

(a) Definitive Notes have not been duly delivered by 5:00 p.m. (Hong Kong time) on the thirtieth dayafter the bearer has requested exchange of the Permanent Global Note for Definitive Notes; or

(b) the Permanent Global Note was originally issued in exchange for part only of a Temporary GlobalNote representing the Notes and such Temporary Global Note becomes void in accordance with itsterms; or

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(c) the Permanent Global Note (or any part thereof) has become due and payable in accordance withthe Terms and Conditions of the Notes or the date for final redemption of the Permanent GlobalNote has occurred and, in either case, payment in full of the amount of principal falling due withall accrued interest thereon has not been made to the bearer in accordance with the terms of thePermanent Global Note on the due date for payment,

then the Permanent Global Note (including the obligation to deliver Definitive Notes) will become voidat 5:00 p.m. (Hong Kong time) on such thirtieth day (in the case of (a) above) or at 5:00 p.m. (HongKong time) on the date on which such Temporary Global Note becomes void (in the case of (b) above)or at 5:00 p.m. (Hong Kong time) on such due date (in the case of (c) above) and the bearer of thePermanent Global Note will have no further rights thereunder (but without prejudice to the rights whichthe bearer of the Permanent Global Note or others may have under the Deed of Covenant).

Temporary Global Note exchangeable for Definitive Notes

If the relevant Pricing Supplement specifies the form of Notes as being ‘‘Temporary Global Noteexchangeable for Definitive Notes’’ and also specifies that the TEFRA C Rules are applicable or thatneither the TEFRA C Rules or the TEFRA D Rules are applicable, then the Notes will initially be in theform of a Temporary Global Note which will be exchangeable, in whole but not in part, for DefinitiveNotes not earlier than 40 days after the issue date of the relevant Tranche of the Notes.

If the relevant Pricing Supplement specifies the form of Notes as being ‘‘Temporary Global Noteexchangeable for Definitive Notes’’ and also specifies that the TEFRA D Rules are applicable, then theNotes will initially be in the form of a Temporary Global Note which will be exchangeable, in whole orin part, for Definitive Notes not earlier than 40 days after the issue date of the relevant Tranche of theNotes upon certification as to non-US beneficial ownership. Interest payments in respect of the Notescannot be collected without such certification of non-US beneficial ownership.

Whenever the Temporary Global Note is to be exchanged for Definitive Notes, the Issuer shall procurethe prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and withCoupons and Talons attached (if so specified in the relevant Pricing Supplement), in an aggregateprincipal amount equal to the principal amount of the Temporary Global Note to the bearer of theTemporary Global Note against the surrender of the Temporary Global Note to or to the order of theIssuing and Paying Agent within 30 days of the bearer requesting such exchange.

If:

(a) Definitive Notes have not been duly delivered by 5:00 p.m. (Hong Kong time) on the thirtieth dayafter the bearer has requested exchange of the Temporary Global Note for Definitive Notes; or

(b) the Temporary Global Note (or any part thereof) has become due and payable in accordance withthe Terms and Conditions of the Notes or the date for final redemption of the Temporary GlobalNote has occurred and, in either case, payment in full of the amount of principal falling due withall accrued interest thereon has not been made to the bearer in accordance with the terms of theTemporary Global Note on the due date for payment,

then the Temporary Global Note (including the obligation to deliver Definitive Notes) will become voidat 5:00 p.m. (Hong Kong time) on such thirtieth day (in the case of (a) above) or at 5:00 p.m. (HongKong time) on such due date (in the case of (b) above) and the bearer of the Temporary Global Notewill have no further rights thereunder (but without prejudice to the rights which the bearer of theTemporary Global Note or others may have under the Deed of Covenant).

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Permanent Global Note exchangeable for Definitive Notes

If the relevant Pricing Supplement specifies the form of Notes as being ‘‘Permanent Global Noteexchangeable for Definitive Notes’’, then the Notes will initially be in the form of a Permanent GlobalNote which will be exchangeable in whole, but not in part, for Definitive Notes:

(a) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or

(b) at any time, if so specified in the relevant Pricing Supplement; or

(c) if the relevant Pricing Supplement specifies ‘‘in the limited circumstances described in thePermanent Global Note’’, then if either of the following events occurs:

(i) Euroclear or Clearstream or the CMU or any other relevant clearing system is closed forbusiness for a continuous period of 14 days (other than by reason of legal holidays) orannounces an intention permanently to cease business; or

(ii) any of the circumstances described in Condition 14 (Events of Default) occurs.

Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procurethe prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and withCoupons and Talons attached (if so specified in the Pricing Supplement), in an aggregate principalamount equal to the principal amount of Notes represented by the Permanent Global Note to the bearerof the Permanent Global Note against the surrender of the Permanent Global Note to or to the order ofthe Issuing and Paying Agent within 30 days of the bearer requesting such exchange.

If:

(a) Definitive Notes have not been duly delivered by 5:00 p.m. (Hong Kong time) on the thirtieth dayafter the bearer has requested exchange of the Permanent Global Note for Definitive Notes; or

(b) the Permanent Global Note (or any part thereof) has become due and payable in accordance withthe Terms and Conditions of the Notes or the date for final redemption of the Permanent GlobalNote has occurred and, in either case, payment in full of the amount of principal falling due withall accrued interest thereon has not been made to the bearer in accordance with the terms of thePermanent Global Note on the due date for payment,

then the Permanent Global Note (including the obligation to deliver Definitive Notes) will become voidat 5:00 p.m. (Hong Kong time) on such thirtieth day (in the case of (a) above) or at 5: 00 p.m. (HongKong time) on such due date (in the case of (b) above) and the bearer of the Permanent Global Note willhave no further rights thereunder (but without prejudice to the rights which the bearer of the PermanentGlobal Note or others may have under the Deed of Covenant).

Rights under Deed of Covenant

Under the Deed of Covenant, persons shown in the records of Euroclear and/or Clearstream and/or theCMU and/or any other relevant clearing system as being entitled to an interest in a Temporary GlobalNote or a Permanent Global Note which becomes void will acquire directly against the Issuer all thoserights to which they would have been entitled if, immediately before the Temporary Global Note orPermanent Global Note became void, they had been the holders of Definitive Notes in an aggregateprincipal amount equal to the principal amount of Notes they were shown as holding in the records ofEuroclear and/or Clearstream and/or the CMU and/or any other relevant clearing system.

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Terms and Conditions applicable to the Notes

The terms and conditions applicable to any Definitive Note will be endorsed on that Note and willconsist of the terms and conditions set out under ‘‘Terms and Conditions of the Notes’’ below and theprovisions of the relevant Pricing Supplement which supplement, amend and/or replace those terms andconditions.

The terms and conditions applicable to any Note in global form will differ from those terms andconditions which would apply to the Note were it in definitive form to the extent described under‘‘Summary of Provisions Relating to the Notes while in Global Form’’ below.

Legend concerning United States persons

In the case of any Tranche of Bearer Notes (other than Temporary Bearer Global Notes), the Notes inglobal form, the Notes in definitive form and any Coupons and Talons appertaining thereto whereTEFRA D is specified in the applicable Pricing Supplement will bear a legend to the following effect:

‘‘Any United States person who holds this obligation will be subject to limitations under the UnitedStates income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the InternalRevenue Code.’’

Registered Notes

Each Tranche of Registered Notes will be in the form of either individual Note in registered form(‘‘Individual Note Certificates’’) or a global Note in registered form (a ‘‘Global Note Certificate’’), ineach case as specified in the relevant Pricing Supplement. The Global Note Certificate will be soldoutside the United States (and, in the case of Notes being offered or sold in reliance on Category 2 ofRegulation S, only to non-US persons outside the United States). Prior to expiry of the DistributionCompliance Period (as defined in Regulation S) applicable to each Tranche of Notes, beneficial interestsin a Global Note Certificate may not be offered or sold to, or for the account or benefit of, a US personsave as otherwise provided in Condition 3 and may not be held otherwise than through Euroclear orClearstream or the CMU and such Global Note Certificate will bear a legend regarding such restrictionson transfer.

Each Global Note Certificate will be deposited on or around the relevant issue date with a depositary ora common depositary for Euroclear and/or Clearstream and/or any other relevant clearing system andregistered in the name of a nominee for such depositary and will be exchangeable for Individual NoteCertificates in accordance with its terms.

If the relevant Pricing Supplement specifies the form of Notes as being ‘‘Individual Note Certificates’’,then the Notes will at all times be in the form of Individual Note Certificates issued to each Noteholderin respect of their respective holdings.

If the relevant Pricing Supplement specifies the form of Notes as being ‘‘Global Registered Noteexchangeable for Individual Note Certificates’’, then the Notes will initially be in the form of a GlobalRegistered Note which will be exchangeable in whole, but not in part, for Individual Note Certificates:

(a) on the expiry of such period of notice as may be specified in the relevant Pricing Supplement; or

(b) at any time, if so specified in the relevant Pricing Supplement; or

(c) if the relevant Pricing Supplement specifies ‘‘in the limited circumstances described in the GlobalRegistered Note’’, then if either of the following events occurs:

(i) Euroclear or Clearstream or the CMU or any other relevant clearing system is closed forbusiness for a continuous period of 14 days (other than by reason of legal holidays) orannounces an intention permanently to cease business; or

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(ii) any of the circumstances described in Condition 14 (Events of Default) occurs.

Whenever the Global Registered Note is to be exchanged for Individual Note Certificates, the Issuershall procure that Individual Note Certificates will be issued in an aggregate principal amount equal tothe principal amount of the Global Registered Note within five business days of the delivery, by or onbehalf of the registered holder of the Global Registered Note to the Registrar of such information as isrequired to complete and deliver such Individual Note Certificates (including, without limitation, thenames and addresses of the persons in whose names the Individual Note Certificates are to be registeredand the principal amount of each such person’s holding) against the surrender of the Global RegisteredNote at the specified office of the Registrar.

Such exchange will be effected in accordance with the provisions of the Agency Agreement and theregulations concerning the transfer and registration of Notes scheduled thereto and, in particular, shallbe effected without charge to any holder, but against such indemnity as the Registrar may require inrespect of any tax or other duty of whatsoever nature which may be levied or imposed in connectionwith such exchange.

If:

(a) Individual Note Certificates have not been delivered by 5:00 p.m. (Hong Kong time) on thethirtieth day after they are due to be issued and delivered in accordance with the terms of theGlobal Registered Note; or

(b) any of the Notes represented by a Global Registered Note has become due and payable inaccordance with the Terms and Conditions of the Notes or the date for final redemption of theNotes has occurred and, in either case, payment in full of the amount of principal falling due withall accrued interest thereon has not been made to the holder of the Global Registered Note inaccordance with the terms of the Global Registered Note on the due date for payment,

then the Global Registered Note (including the obligation to deliver Individual Note Certificates) willbecome void at 5:00 p.m. (Hong Kong time) on such thirtieth day (in the case of (a) above) or at 5:00p.m. (Hong Kong time) on such due date (in the case of (b) above) and the holder of the GlobalRegistered Note will have no further rights thereunder (but without prejudice to the rights which theholder of the Global Registered Note or others may have under the Deed of Covenant). Under the Deedof Covenant, persons shown in the records of Euroclear and/or Clearstream and/or any other relevantclearing system as being entitled to an interest in a Global Registered Note will acquire directly againstthe Issuer all those rights to which they would have been entitled if, immediately before the GlobalRegistered Note became void, they had been the holders of Individual Note Certificates in an aggregateprincipal amount equal to the principal amount of Notes they were shown as holding in the records ofEuroclear and/or Clearstream and/or any other relevant clearing system.

Terms and Conditions applicable to the Notes

The terms and conditions applicable to any Individual Note Certificate will be endorsed on thatIndividual Note Certificate and will consist of the terms and conditions set out under ‘‘Terms andConditions of the Notes’’ below and the provisions of the relevant Pricing Supplement whichsupplement, amend and/or replace those terms and conditions.

The terms and conditions applicable to any Global Registered Note will differ from those terms andconditions which would apply to the Note were it in definitive form to the extent described under‘‘Summary of Provisions Relating to the Notes while in Global Form’’ below.

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CMU

The CMU is a central depositary service provided by the Central Moneymarkets Unit of the HKMA forthe safe custody and electronic trading between the members of this service (‘‘CMU Members’’) ofExchange Fund Bills and Notes Clearing and Settlement Service securities and capital marketsinstruments (together as ‘‘CMU Instruments’’) which are specified in the CMU Reference Manual ascapable of being held within the CMU.

The CMU is only available to CMU Instruments issued by a CMU Member or by a person for whom aCMU Member acts as agent for the purposes of lodging instruments issued by such persons.Membership of the CMU is open to financial institutions regulated by Hong Kong Monetary Authority,Securities and Futures Commission, Insurance Authority or Mandatory Provident Fund SchemesAuthority. For further details on the full range of the CMU’s custodial services, please refer to the CMUReference Manual.

The CMU has an income distribution service which is a service offered by the CMU to facilitate thedistribution of interest, coupon or redemption proceeds (collectively, the ‘‘income proceeds’’) by CMUMembers who are paying agents to the legal title holders of CMU Instruments via the CMU system.Furthermore, the CMU has a corporate action platform which allows an issuer (or its agent) to make anannouncement/notification of a corporate action and noteholders to submit the relevant certification. Forfurther details, please refer to the CMU Reference Manual.

An investor holding an interest through an account with either Euroclear or Clearstream in any Notesheld in the CMU will hold that interest through the respective accounts which Euroclear and Clearstreameach have with the CMU.

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SUMMARY OF PROVISIONS RELATING TOTHE NOTES WHILE IN GLOBAL FORM

Clearing System Accountholders

In relation to any Tranche of Notes represented by a Global Note in bearer form, references in theTerms and Conditions of the Notes to ‘‘Noteholder’’ are references to the bearer of the relevant GlobalNote which, for so long as the Global Note is held by a depositary or a common depositary forEuroclear and/or Clearstream and/or any other relevant clearing system, and/or a sub-custodian for theCMU, will be that depositary, common depositary or sub-custodian, as the case may be.

In relation to any Tranche of Notes represented by a Global Certificate, references in the Terms andConditions of the Notes to ‘‘Noteholder’’ are references to the person in whose name such GlobalCertificate is for the time being registered in the Register which, for so long as the Global Certificate isheld by or on behalf of a depositary or a common depositary for Euroclear and/or Clearstream and/orany other relevant clearing system, and/or a sub-custodian for the CMU, will be such depositary orcommon depositary, or a nominee for such depositary or common depositary, or such sub-custodian, asthe case may be.

Each of the persons shown in the records of Euroclear and/or Clearstream and/or any other relevantclearing system as being entitled to an interest in a Global Note or a Global Certificate (each an‘‘Accountholder’’) must look solely to Euroclear and/or Clearstream and/or such other relevant clearingsystem (as the case may be) for such Accountholder’s share of each payment made by the Issuer to theholder of such Global Note or Global Certificate and in relation to all other rights arising under suchGlobal Note or Global Certificate. The extent to which, and the manner in which, Accountholders mayexercise any rights arising under the Global Note or Global Certificate will be determined by therespective rules and procedures of Euroclear and Clearstream and any other relevant clearing systemfrom time to time. For so long as the relevant Notes are represented by a Global Note or GlobalCertificate, Accountholders shall have no claim directly against the Issuer in respect of payments dueunder the Notes and such obligations of the Issuer will be discharged by payment to the holder of suchGlobal Note or Global Certificate.

If a Global Note or a Global Certificate is lodged with a sub-custodian for or registered with the CMU,the person(s) for whose account(s) interests in such Global Note or Global Certificate are credited asbeing held with the CMU in accordance with the CMU Rules at the relevant time shall be the onlyperson(s) entitled to receive payments in respect of Notes represented by such Global Note or GlobalCertificate and the Issuer will be discharged by payment to, or to the order of, such person(s) for whoseaccount(s) interests in such Global Note or Global Certificate are credited as being held in the CMU inrespect of each amount so paid. Each of the persons shown in the records of the CMU, as the beneficialholder of a particular nominal amount of Notes represented by such Global Note or Global Certificatemust look solely to the CMU for his share of each payment so made by the Issuer in respect of suchGlobal Note or Global Certificate.

Conditions Applicable to Global Notes

Each Global Note and Global Certificate will contain provisions which modify the Terms andConditions of the Notes as they apply to the Global Note or Global Certificate. The following is asummary of certain of those provisions:

Payments: All payments in respect of the Global Note or Global Certificate which, according to theTerms and Conditions of the Notes, require presentation and/or surrender of a Note, Note Certificate orCoupon will be made against presentation and (in the case of payment of principal in full with allinterest accrued thereon) surrender of the Global Note or Global Certificate to or to the order of anyPaying Agent and will be effective to satisfy and discharge the corresponding liabilities of the Issuer inrespect of the Notes. On each occasion on which a payment of principal or interest is made in respect ofthe Global Note, the Issuer shall procure that the payment is noted in a schedule thereto. For so long as

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Notes are evidenced by a Global Note or Global Certificate, interest shall be payable on (and calculatedby reference to) the outstanding principal amount of the Notes evidenced by the relevant Global Note orGlobal Certificate.

Payment Business Day: In the case of a Global Note, or a Global Certificate, shall be, if the currency ofpayment is euro, any day which is a TARGET Settlement Day and a day on which dealings in foreigncurrencies may be carried on in each (if any) Additional Financial Centre; or, if the currency of paymentis not euro, any day which is a day on which dealings in foreign currencies may be carried on in thePrincipal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre.

Payment Record Date: Each payment in respect of a Global Certificate will be made to the personshown as the Holder in the Register at the close of business (in the relevant clearing system) on theClearing System Business Day before the due date for such payment (the ‘‘Record Date’’) where‘‘Clearing System Business Day’’ means Monday to Friday inclusive except 25 December and 1January or in the case of the CMU, a day on which each clearing system for which the relevant GlobalCertificate is being held is open for business.

Exercise of put option: In order to exercise the option contained in Condition 10(f) (Redemption at theoption of Noteholders) the bearer of the Permanent Global Note or the holder of a Global Certificatemust, within the period specified in the Conditions for the deposit of the relevant Note and put optionnotice, give written notice of such exercise to the Fiscal Agent or, in respect of Notes lodged with theCMU, the CMU Lodging and Paying Agent, specifying the principal amount of Notes in respect ofwhich such option is being exercised. Any such notice will be irrevocable and may not be withdrawn.

Partial exercise of call option: In connection with an exercise of the option contained in Condition 10(c)(Redemption at the option of the Issuer) in relation to some only of the Notes where such Notes are heldwith Euroclear and/or Clearstream and/or the CMU, the Permanent Global Note or Global Certificatemay be redeemed in part in the principal amount specified by the Issuer in accordance with theConditions and the Notes to be redeemed will not be selected as provided in the Conditions but inaccordance with the rules and procedures of Euroclear and Clearstream (to be reflected in the records ofEuroclear and Clearstream as either a pool factor or a reduction in principal amount, at their discretion)or the CMU (as the case may be).

Notices: Notwithstanding Condition 20 (Notices), while all the Notes are represented by a PermanentGlobal Note (or by a Permanent Global Note and/or a Temporary Global Note) or a Global Certificateand the Permanent Global Note is (or the Permanent Global Note and/or the Temporary Global Noteare), or the Global Certificate is, (i) deposited with a depositary or a common depositary for Euroclearand/or Clearstream and/or any other relevant clearing system (other than the CMU, in respect of whichsee (ii) below), notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream and/or any other relevant clearing system and, in any case, such notices shall be deemedto have been given to the Noteholders in accordance with Condition 20 (Notices) on the date of deliveryto Euroclear and/or Clearstream and/or any other relevant clearing system or (ii) deposited with a sub-custodian for the CMU, notices to the Noteholders may be given by delivery of the relevant notice tothe CMU and such notice shall be deemed to have been given to Noteholders in accordance withCondition 20 (Notices) on the date of delivery to the CMU.

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CAPITALISATION AND INDEBTEDNESS

As at 31 December 2020, the issued share capital of the Guarantor was HK$4,881,850,806 consisting of4,839,302,500 ordinary shares.

The following table sets out the total capitalisation and indebtedness of the Guarantor as at 31 December2020 which has been extracted from the consolidated statement of financial position of the Guarantor asat the same date. The table should be read in conjunction with the audited consolidated financialstatements of the Guarantor as at and for the year ended 31 December 2020 and the notes thereto.

As at31 December

2020

HK$’000Bank loans(1):

Within 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,956,562After 1 year but within 2 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,287,663After 2 years but within 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,220,802

27,465,027Medium-term notes and fixed rate notes payable(2):

Medium-term notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,259,693

16,259,693TOTAL BORROWINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,724,720

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,881,851Retained profits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,928,475Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (57,220)

Total equity attributable to equity shareholders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,753,106Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,138

TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,821,244

TOTAL CAPITALISATION(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,545,964

Save as disclosed below, there has been no material adverse change in the Guarantor’s capitalisation andindebtedness since 31 December 2020.

(1) As at the date of this Offering Circular, the Guarantor has incurred additional bank loans to repay the medium-term notesissued on 28 June 2018 with a principal amount of US$700 million which matured on 28 June 2021.

(2) As at 31 December 2020, medium-term notes and fixed rate notes payable represent, the floating rate medium-term notesissued on 28 June 2018 with a principal amount of US$700 million repayable on 28 June 2021, the medium-term notesissued on 30 May 2019 with a principal amount of US$700 million repayable on 30 May 2022 and the medium-term notesissued on 28 July 2020 with a principal amount of US$700 million repayable on 28 July 2025. As at the date of thisOffering Circular, medium-term notes payable has decreased due to the maturity of medium-term notes issued on 28 June2018 with a principal amount of US$700 million, which matured on 28 June 2021.

(3) Total capitalisation represents total borrowing and total equity of the Guarantor.

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DESCRIPTION OF THE ISSUER

The Issuer, incorporated in the British Virgin Islands on 16 March 2018 with company number 1973352,is a wholly-owned subsidiary of Full Flourish (BVI) Limited and is an indirect wholly-owned subsidiaryof the Guarantor. The Issuer was established for the sole purpose of issuing Notes under the Programme.The registered office of the Issuer is at the offices of Maples Corporate Services (BVI) Limited,Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

The Issuer is not required by the laws of the British Virgin Islands to carry out annual audits, appointauditors or publish financial statements. Since the date of its incorporation, no financial statements ofthe Issuer have been published.

The Issuer will be managed in accordance with its memorandum and articles of association and the lawsof the British Virgin Islands.

As at the date of this Offering Circular, the Issuer has no subsidiaries and the directors of the Issuer areLai Wan Leung and Ha Leung Man. The business address of the directors of the Issuer is at 37/F, ICBCTower, 3 Garden Road, Hong Kong.

As at the date of this Offering Circular, there are no potential conflicts of interest between any duties ofthe directors of the Issuer and their private interests and/or other duties.

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DESCRIPTION OF THE GROUP

Overview

The Guarantor is a wholly-owned subsidiary of the ICBC Group, which is one of the most profitablebanks and one of the largest banks in terms of asset scale and capital scale globally. As at 31 December2020, ICBC’s largest shareholders are (i) Central Huijin Investment Ltd., which held approximately34.71 per cent. of the outstanding shares of ICBC, and (ii) the Ministry of Finance of the PRC, whichheld approximately 31.41 per cent. of the outstanding shares of ICBC.*

The Group provides high quality and comprehensive financial services and products, including corporatefinance, sales and trading, investing and asset management. The Group also provides research servicesthat cover Chinese and global macroeconomies, international financial markets and major industries.

Leveraging on the abundant client and financial resources of its parent, the Group complements thecommercial banking operations of the ICBC Group. The Group aims to become a leading licensedinstitution in Asia and a leader in the ‘‘going abroad’’ of Chinese enterprises and ‘‘going in’’ ofinternational capital in response to the national development strategy of China.

The Group is based mainly in Hong Kong and mainland China and its headquarters is located in HongKong. As of the date of this Offering Circular, the Group primarily carries out its regulated activitiesthrough its licensed subsidiaries. As at 31 December 2020, the Group had around 500 employees.

For the year ended 31 December 2020, the Group’s total income** was HK$6,034.9 million and netprofit was HK$1,931.8 million, compared to HK$5,323.4 million and HK$1,550.6 million for the yearended 31 December 2019, representing an increase of 13.4 per cent. and 24.6 per cent., respectively.

The Group is licensed to undertake comprehensive regulated activities in Hong Kong and has obtainedthe following licences from the Hong Kong Securities and Futures Commission (‘‘SFC’’): Type 1(Dealing in Securities), Type 2 (Dealing in Futures Contracts), Type 4 (Advising on Securities), Type 6(Advising on Corporate Finance) and Type 9 (Asset Management).

The Group’s business primarily comprises the following business segments:

• Corporate Finance: engaging in various SFC regulated activities and providing all-round servicesin equity capital markets (‘‘ECM’’) (including but not limited to initial public offerings (‘‘IPO’’)sponsor services), debt capital markets (‘‘DCM’’), merger and acquisition (‘‘M&A’’) transactionsand financial advisory services on funding activities, reorganisations and restructurings and listingrules compliance. The Group also provides other general financial advisory services.

• Sales and Trading: providing general brokerage, sales and agency trading services (for both theprimary and secondary markets) on a wide variety of shares and bonds, Shenzhen-Hong KongStock Connect trades, Shanghai-Hong Kong Stock Connect trades, futures, options and otherderivatives, bond market making*** and providing margin finance services to clients.

• Investing: engaging in principal investing and lending activities across capital structure includingequity, debt and hybrid products. In addition to making investments and providing bespokefinancing in the private sectors, the Group also engages in making investments in publicly tradedsecurities.

* The information in relation to the shareholders of ICBC is extracted from the 2020 annual report of ICBC published on 26March 2021.

** The Group’s ‘‘total income’’ comprises ‘‘Revenue’’, ‘‘Other net income’’, ‘‘Share of profits of joint ventures’’ and ‘‘Share of(losses)/profits of associates’’ as set out in its consolidated statement of profit or loss and other comprehensive income ofthe audited consolidated financial statements for the years ended 31 December 2020 and 2019.

*** This is carried out by a British Virgin Islands incorporated subsidiary of the Group.

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• Asset Management: providing comprehensive asset management services for clients and offering arange of products and strategies to cover different asset classes, markets and industries. Thisincludes both the launch of new investment funds to meet client needs and the management ofexisting investment funds.

History and Milestones of the Group

Set out below are the history and key milestones of the Group:

1973 . . . . . . . . . . . Panin International Finance Corporation Limited was established.

1985 . . . . . . . . . . . Panin International Finance Corporation Limited changed its name to XiamenInternational Finance Company Limited.

1996 . . . . . . . . . . . Xiamen International Finance Company Limited changed its name to Industrialand Commercial International Capital Limited (‘‘ICIC’’).

2008 . . . . . . . . . . . To cater for the strategic transformation of the ICBC Group’s operation modeland growth strategy, ICIC was officially renamed as ICBC InternationalHoldings Limited on 12 September.

2010 . . . . . . . . . . . In March, the ICBC Group approved a HK$659 million capital injection intothe Group, resulting in the total capital of the Group increasing to HK$939million.

2011 . . . . . . . . . . . In August, the ICBC Group approved a further HK$3.9 billion capital injectioninto the Group, resulting in the total capital of the Group increasing to HK$4.8billion.

The Group established its official debt capital markets department. The Groupestablished an onshore RMB asset management platform with a number ofprivate equity investment funds.

2017 . . . . . . . . . . . The Guarantor was assigned an ‘‘A2’’ long-term issuer rating and ‘‘Prime- 1’’short-term issuer rating from Moody’s; it was also assigned an ‘‘A’’ long-termissuer credit rating and ‘‘A- 2’’ short term issuer credit rating from S&P.

2018 . . . . . . . . . . . The Group issued US$700 million of floating rate medium-term notes based onits own credit ratings without a guarantee from the ICBC Group, which, as atthe date of the Offering Circular, is the first such issue for an international armof a big four PRC bank (the big four PRC banks being the Bank of China,China Construction Bank, Agricultural Bank of China and the ICBC Group).

For the year ended 31 December 2018, the Group’s net profit was HK$1,523.3million, compared to HK$1,393.9 million for the year ended 31 December2017, representing an increase of 9.3 per cent..

2019 . . . . . . . . . . . The Guarantor has completed the acquisition of all the shares of ICBC FamilyWealth (Shanghai) Investment Co. Ltd., a registered Private SecuritiesInvestment Fund Manager from Asset Management Association of China.

The Group recorded net profit of HK$1,550.6 million for the financial yearended 31 December 2019, representing a 1.8 per cent. increase compared to theyear ended 31 December 2018.

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2020 . . . . . . . . . . . For the year ended 31 December 2020, the Group’s net profit was HK$1,931.8million, compared to HK$1,550.6 million for the year ended 31 December2019, representing an increase of 24.6 per cent.

Business Strategies

The Group intends to strengthen its position and seek growth opportunities through the implementationof the following business strategies.

Act as a strategic platform for serving the ICBC Group

The Group strives to be one of key drivers supporting the ICBC Group in its transformation process.The Group is dedicated to being a market leader by providing a licensed investment and financialservices platform that complements the well-established and successful commercial banking business ofthe ICBC Group, leveraging on the ICBC Group’s strong brand, client network and financial resources.A strategic positioning within the ICBC Group not only strengthens its own business, but also alignswith the wider goals of the ICBC Group.

Innovate and achieve synergised development in the four key businesses

The Group aims to develop its four key businesses, which include corporate finance, sales and trading,investing and asset management, by expanding product lines and focusing on enhancing productsophistication and innovation. This would enhance the Group’s business synergies and cross-sellingcapabilities and thus serve its customers’ increasing demand for tailored business solutions. Thedifferent sources of revenue from the four key businesses provide the Group with a solid base tocontinue the development of its diversified business lines and execution of its growth strategies, thuscontributing to overall revenue growth.

Expand and strengthen its China business and implement strategic plans for global coverage

In China, the coverage teams of the Group will focus on the domestic market and domestic clients bystrengthening the Group’s cooperation with the ICBC Group to better serve the clients of the ICBCGroup. The Group aims to be a leader in the ‘‘going abroad’’ of PRC enterprises and in the ‘‘going in’’of international capital in response to the development strategy of the PRC. Leveraging on the Group’saccess to the ICBC Group global network, the Group will implement strategic global coverage throughthe global geographic extension of each business line.

Continue to attract talented professionals to support its business strategy

To support the Group’s business strategy to expand its product lines and to expand its operationglobally, the Group intends to attract talented and diverse professionals. In addition, the Group intendsto strengthen its corporate culture by promoting a people-oriented culture where sustainable long-termdevelopment of the Group’s brand is built upon. The Group will continue to foster a work environmentwhich encourages cultural diversity and cultural inclusiveness to attract high calibre talents both locallyand internationally.

Enhance risk management to adapt to the continuous development of the Group’s business

In order to keep up with its continuous business growth, the Group will continue to enhance its soundrisk management system and internal control policies based on ICBC Group’s Enterprise-Wide RiskManagement Framework. While adapting to the rapidly changing business environment, the Group willcontinue to implement the prudent risk management culture of the ICBC Group and will further developappropriate measures to cater for the Group’s business needs. Through adhering to its comprehensiverisk management system, internal control policies, and anticipating market changes, the Group continuesto ensure that risks are evaluated before effective solutions are implemented in order to support thecontinuous development of the Group’s business.

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Competitive Strengths

The key competitive strengths of the Group are as follows:

Strong support from the ICBC Group

As the ICBC Group’s wholly-owned licensed investment and financial services platform, the Groupreceives strong support from, and benefits from the competitive advantages of, the ICBC Groupincluding its extensive client base, premier brand and strong capital base. The ICBC Group supports theGroup’s development through capital injections, intra-group lending and guarantees. The ICBC Grouphas authorised the Group to participate in the ICBC Group’s Global Funding Platform which enables theGroup to tap stable and reliable funds from the ICBC head office (the ‘‘Head Office’’) and ICBCbranches globally. The Group also leverages on the extensive client relationships of the ICBC Group,thereby allowing the Group to connect with the ICBC Group’s extensive branch network in MainlandChina. In addition, the Group is able to effectively cooperate with other ICBC entities in clientmarketing to develop its comprehensive licensed businesses. The Group also plays a key part of theICBC Group’s broader development strategy and serves as a bridgehead to the ICBC Group’sinternational business, allowing the Group to collaborate with both the onshore network and the offshorebranches of the ICBC Group in the expansion of its various businesses and initiatives, including clientreferrals, project origination and investment opportunities. With the ICBC Group’s support, the Group iswell-positioned to develop and deliver to clients its broad range of products and services and facilitateits clients’ needs and has developed competitive strengths in its offering of corporate finance, sales andtrading, investing and asset management services.

The Group’s policies, governance and internal control systems are in line with those implemented by theHead Office’s management. In particular, the Group shares the same risk control and reporting systemsas the ICBC Group, and its compliance and risk control measures are in line with the ICBC Group’srequirements. All of the Group’s risk control measures are approved by the ICBC Group. In terms ofmanagement and human resources, all five directors in the Board of Directors of the Guarantor areappointed by the Head Office, and directors can only be appointed, replaced or removed with approvalby the ICBC Group. To ensure the high quality of the services provided by the Group, the ICBC Groupassesses the performance of the Group based on a set of criteria that is in line with that adopted by theICBC Group. This consistency and linkage of the Group’s policies, governance and internal controlsystems with the ICBC Group ensures that the Group’s risk management and internal governanceprocedures are monitored effectively.

One-stop licensed investment and financial services platform with diversified products and services

The Group has established a one-stop licensed investment and financial services platform providingcomprehensive and diversified services through its key businesses of corporate finance, sales andtrading, investing and asset management which serve its clients at every stage of their business lifecycle. Complementing the traditional services of commercial banks and the ICBC Group, the Groupprovides bespoke and innovative products and services. In particular, the Group is able to complementthe ICBC Group’s existing business by exploring new opportunities and projects which may fall outsideof the ICBC Group’s traditional commercial banking business but can be taken on board by the Group,thus allowing the Group to provide clients with a one-stop licensed investment and financial servicesplatform.

Finance

In addition, the Group has demonstrated that it has a well-integrated financial platform on which itoperates, with strong performance in a number of financial indicators. For the year ended 31 December2020, total income* increased 13.4 per cent. from HK$5,323.4 million to HK$6,034.9 million, net profit

* The Group’s ‘‘total income’’ comprises ‘‘Revenue’’, ‘‘Other net income’’, ‘‘Share of profits of joint ventures’’ and ‘‘Share of(losses)/profits of associates’’ as set out in its consolidated statement of profit or loss and other comprehensive income ofthe audited consolidated financial statements for the years ended 31 December 2020 and 2019.

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increased 24.6 per cent. from HK$1,550.6 million to HK$1,931.8 million and total assets decreased 5.8per cent. from HK$66,900.0 million to HK$62,995.9 million, compared with the previous year ended 31December 2019.

Strong industry position and market recognition

The Group has developed a strong position in the industry by leveraging on the ICBC Group’s resourcesand advantages and combining those with its own competitive strengths. The Group has an extensivedomestic business network, an in-depth understanding of domestic and international policies and itsexecution capabilities have become well-recognised in the market. The Group’s lines of businesses havebeen highly appraised by the market and its clients, and its proven track record has won the Groupnumerous industry awards from various well-known international media publications and otherinstitutions.

The Group is a leading underwriter of equity products in the industry. Since incorporation to 31December 2020, the Group has participated in 128 Hong Kong IPO projects with a total transactionvalue of US$162 billion (as bookrunner or above), ranking 2nd amongst Chinese underwriters in termsof total transaction value (as bookrunner or above), according to Dealogic for the period. For the yearended 31 December 2020, the Group participated in Hong Kong IPO projects with a total transactionvalue of US$31.0 billion (as bookrunner or above), ranking 2nd amongst all bookrunners in terms oftotal transaction value of IPO projects completed during the period, according to Dealogic. The Groupwas named the ‘‘Hong Kong IPO Pioneer Investment Bank 2019’’ by International Finance News. TheGroup was also selected by ChinaVenture as the Top 5 Best Investment Banks (Cross-border) in theChina IPO Market for the year ended 31 December 2019.

The Group has been in the forefront of the Chinese offshore bond market for many consecutive years.By the end of 2020, the Group ranked No.2 in the China offshore investment-grade corporate bondmarket as well as 1st place among all Chinese investment banks. It is the only Chinese investment bankwith Supranational Bond, Sovereign Bond and Sukuk Bond underwriting experience in Hong Kong.With excellent track record and reputation, the Group was awarded ‘‘BEST BOND ADVISER-DOMESTIC’’ in Hong Kong and was the only awarded Chinese investment bank.

Robust risk management system and prudent corporate governance

The Group has a comprehensive risk management system and an internal control system in place inorder to manage its risk exposure (see ‘‘Description of the Group – Risk Management’’). Policies andprocedures of the Group are supervised by the Head Office and have been implemented in line with theICBC Group’s well-developed risk management system, including the adaptation of a credit risk andmarket risk management system. The Group’s risk department takes the lead in the overall riskmanagement, and is responsible for setting the risk limits of each business and the formulation offollow-up management and risk surveillance.

The Group also has a prudent corporate governance structure where powers are assigned by theshareholders to the Board of Directors and different committees. The Board of Directors of the Groupcomprises five directors, all of whom are appointed by the ICBC Group and is responsible forformulating overall development strategies and the approval of critical matters. The Group has completeand comprehensive committees such as a credit and investment management committee, a complianceand reputational risk committee, etc., all of which support the Group’s business and operation.

Strong distribution network and research capabilities

The Group has established a well-structured, extensive and efficient distribution network of clientcoverage. This network encompasses the majority of Greater China and serves global institutionalinvestors, high net worth individuals and corporates. The Group has diversified its distribution channelsin order to enhance its ability to provide individualised services and has continued to upgrade itsoperational network, strengthen the build-up of its customer management team and improve its multi-

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level customer service system and its customer service capabilities. The Group also possesses strongresearch capabilities with a research team focused on Global Market research with the aim of providinginvestors with incisive investment recommendations and bespoke, value-added advice. In addition, it isalso able to leverage on the ICBC Group’s existing research, which gives the Group an additionalcompetitive advantage.

Diversified financing channels and strong fundraising capabilities

The Group benefits from its strong financing capabilities. The Group maintains close long-termrelationships with various large financial institutions and, due to the support from, and strong networkof, the ICBC Group, is able to obtain funding at competitive rates to support the Group’s businessdevelopment. The Group maintains credit facilities with a variety of domestic banks, regional banks aswell as international banks to support its business development and strategic expansion. The Group alsoreceives strong funding support from the Head Office in the form of intragroup loans. (See ‘‘– Strongsupport from the ICBC Group’’ above.)

Professional management team with extensive knowledge and experience

The Group has a professional team dedicated to providing clients with the best investment and financialservices, with expertise covering a broad range of sectors such as: financial institutions, real estate,natural resources, consumer, healthcare and general industry. The Group’s operations are managed byexecutives with extensive industry experience and a proven track record in financial institutions andregulatory bodies. The Board of Directors of the Guarantor has extensive experience in the financialservices industry (see ‘‘Directors and Senior Management – Board of Directors’’). The Grouprecognises the importance of a capable workforce and has adopted various initiatives to attract proficientprofessionals to join the Group such as offering competitive remuneration packages, promoting staffdevelopment and encouraging career advancement. The expertise brought by the management teamenables the Group to adjust its business strategies on a timely basis based on market trends and clientneeds and enables the Group to maintain its competitive advantages, laying a solid foundation for theGroup’s long-term sustainable growth.

Key Subsidiaries of the Guarantor

The Group has adopted a holding company structure and carries out its business activities primarilythrough wholly-owned subsidiaries. An overview of each of the Guarantor’s key subsidiaries as of 31December 2020 is set out below:

Proportion of ownership interest

NamePlace of

IncorporationParticulars ofissued capital

Guarantor’seffectiveinterest

Interestheld

directly

Interestheld

indirectly Principal activities

ICBC International Capital Limited . . . . Hong Kong 380,000,000 sharesof HK$1 each

100 percent.

100 percent.

– Advising on corporatefinance

ICBC International Securities Limited . . Hong Kong 6,800,000,000 sharesof HK$1 each

100 percent.

100 percent.

– Securities brokering, marginfinancing and underwriting

ICBC International Services Limited . . . Hong Kong 10,000 shares ofHK$1 each

100 percent.

100 percent.

– Provision of managementand administrative services

ICBC International Futures Limited. . . . Hong Kong 170,000,000 sharesof HK$1 each

100 percent.

100 percent.

– Futures and options contractsbrokering

ICBC International Research Limited. . . Hong Kong 6,000,000 shares ofHK$1 each

100 percent.

100 percent.

– Provision of researchservices

ICBC International Finance Limited . . . Hong Kong 5,000,000 shares ofHK$1 each

100 percent.

100 percent.

– Advisory on corporatefinance

ICBC International Strategic InvestmentLimited . . . . . . . . . . . . . . . . . . . .

Hong Kong 1 share of HK$1 100 percent.

100 percent.

– Investment holding

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Proportion of ownership interest

NamePlace of

IncorporationParticulars ofissued capital

Guarantor’seffectiveinterest

Interestheld

directly

Interestheld

indirectly Principal activities

ICBC International Fund ManagementLimited . . . . . . . . . . . . . . . . . . . .

Hong Kong 426,000,000 sharesof HK$1 each

100 percent.

100 percent.

– Asset management

ICBC International Asset ManagementLimited . . . . . . . . . . . . . . . . . . . .

Hong Kong 10,000,000 shares ofHK$1 each

100 percent.

100 percent.

– Asset management

ICBC (Shanghai) Investment ConsultantLimited . . . . . . . . . . . . . . . . . . . .

PRC US$500,000 100 percent.

100 percent.

– Investment consultantservices

珠海思陸投資諮詢合夥企業 . . . . . . . . PRC RMB815,050,000 100 percent.

– 100 percent.

Investment holding

珠海思晴管理諮詢合夥企業（有限合夥）. PRC RMB714,938,911 100 percent.

– 100 percent.

Investment holding

工盈（天津）股權投資管理有限公司 . . . . PRC RMB10,000,000 100 percent.

– 100 percent.

Asset Management

Victory Ride Holdings Limited . . . . . . British VirginIslands

1 share of US$1 100 percent.

– 100 percent.

Investment holding

Fine Process Limited . . . . . . . . . . . . British VirginIslands

1 share of US$1 100 percent.

– 100 percent.

Investment holding

銀通投資諮詢有限公司 . . . . . . . . . . . PRC RMB5,000,000 100 percent.

100 percent.

– Investment consultantservices

工銀國際投資有限公司 . . . . . . . . . . . PRC RMB100,000,000 100 percent.

– 100 percent.

Investment holding

工銀（廣東）投資管理有限公司 . . . . . . . PRC RMB10,000,000 100 percent.

– 100 percent.

Investment holding

ICBC International InvestmentManagement Limited . . . . . . . . . . .

British VirginIslands

1 share of US$1 100 percent.

100 percent.

– Investment holding

工銀家族財富（上海）投資管理有限公司 . PRC RMB10,000,000 100 percent.

– 100 percent.

Investment consultantservices

工銀科技有限公司 . . . . . . . . . . . . . . PRC RMB600,000,000 100 percent.

– 100 percent.

Technology business

深圳市前海海源投資諮詢有限公司 . . . . PRC RMB248,628,167 100 percent.

– 100 percent.

Investment consultantservices

深圳市前海海鋒投資諮詢有限公司 . . . . PRC Nil 100 percent.

– 100 percent.

Investment consultantservices

深圳市前海盈瑞投資諮詢合夥企業（有限

合夥）. . . . . . . . . . . . . . . . . . . . .PRC RMB867,100,000 100 per

cent.– 100 per

cent.Investment consultantservices

Business Activities

The Group generates its revenue primarily through four principal business areas: (1) corporate finance,(2) sales and trading, (3) investing, and (4) asset management. The Group is licensed to undertakecomprehensive regulated activities in Hong Kong and has obtained the following licences from the HongKong Securities and Futures Commission (‘‘SFC’’): Type 1 (Dealing in Securities), Type 2 (Dealing inFutures Contracts), Type 4 (Advising on Securities), Type 6 (Advising on Corporate Finance) and Type9 (Asset Management).

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The table below sets out the Group’s total income* by business segment for the years ended 31December 2018, 2019 and 2020:

For the year ended

31 December 2018 31 December 2019 31 December 2020

Amount(HK$ million)

Percentage(per cent.)

Amount(HK$ million)

Percentage(per cent.)

Amount(HK$ million)

Percentage(per cent.)

Corporate Finance . . . . . . . . . . . . . 262.5 6.1 307.4 5.8 267.2 4.4Sales and trading . . . . . . . . . . . . . . 218.6 5.1 305.3 5.7 302.9 5.0Investing . . . . . . . . . . . . . . . . . . . 3,593.2 83.5 4,587.5 86.2 5,292.7 87.7Asset Management. . . . . . . . . . . . . 227.6 5.3 123.2 2.3 172.1 2.9

Total Income . . . . . . . . . . . . . . . . 4,301.9 100.0 5,324.4 100.0 6,034.9 100.0

The increase in total income* of the Group for the year ended 31 December 2020 compared to the yearended 31 December 2019 was due to strong business growth in its investing business. From time totime, the Group may make adjustments to the various business segments according to the prevailingmarket conditions and its business development strategies.

Corporate Finance

The corporate finance team of the Group possesses extensive international financial expertise andexperience, which enables the Group to provide the best solutions to meet its clients’ financial andadvisory needs. The Group provides financing, underwriting and financial advisory services which coverthe life cycle of an enterprise’s development, and by utilising the ICBC Group’s network and resources,creates value for its corporate clients and international financial institutions.

The objective of the corporate finance business is to offer premier services to the clients of the ICBCGroup via the following strategies:

• Leveraging on the ICBC Group’s extensive client network to deliver comprehensive services andsolutions to its clients, and in particular, exploring ways to complement and enhance the ICBCGroup’s commercial banking business. The Group strives to provide value added services to itsclients through the development of innovative products and tailored financial advice.

• Synergising with the ICBC Group’s global presence to deliver capital markets (both equity anddebt) and M&A services to clients globally, including both inbound and outbound transactions inthe PRC.

The total income* for the corporate finance business for the years ended 31 December 2019 and 31December 2020 was HK$307.4 million and HK$267.2 million, respectively, which contributed 5.8 percent. and 4.4 per cent. of the Group’s total income* for the relevant year, respectively.

This decrease in total income* from the corporate finance business of the Group for the year ended 31December 2020 compared to the year ended 31 December 2019 was due to the decreased participationby the Group in sponsor deals.

Equity Capital Markets

The equity capital markets services of the Group’s corporate finance business comprise equity publicofferings (which involve primary and secondary offerings) and private placements. By focusing on thekey and high-quality clientele of the ICBC Group, the Group has been an active participant in initialpublic offerings for various industry-leading corporations, and has acted as sponsor, joint globalcoordinator, joint bookrunner and joint lead manager.

* The Group’s ‘‘total income’’ comprises ‘‘Revenue’’, ‘‘Other net income’’, ‘‘Share of profits of joint ventures’’ and ‘‘Share of(losses)/profits of associates’’ as set out in its consolidated statement of profit or loss and other comprehensive income ofthe audited consolidated financial statements for the years ended 31 December 2020 and 2019.

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Over the years, the Group has been involved in a number of important equity capital markets projectswith large fundraising scale and far-reaching market influence. Since incorporation to 31 December2020, the Group has participated in 128 Hong Kong IPO projects with a total transaction value ofUS$162 billion (as bookrunner or above), ranking 2nd amongst Chinese underwriters, according toDealogic for the period. The Group also acted as underwriter in a number of major equity offerings,including the US$69.9 billion international equity offering by Petrobras and the US$12.9 billion HongKong IPO by Alibaba Group Holding, and other Hong Kong IPOs for Chinese companies including ThePeople’s Insurance Company (Group) of China Limited, Postal Savings Bank of China Co Ltd., XiaomiCorporation, China Tower Corporation Limited, Shenwan Hongyuan Group Co., Ltd., TopsportsInternational Holdings Ltd, JS Global Lifestyle Co Ltd., JD Health, JD.com Inc, NetEase Inc, ChinaBohai Bank Co Ltd and other major Hong Kong IPO projects.

For the year ended 31 December 2020, the Group participated in 27 completed IPO projects, comparedwith 22 in the previous year, representing an increase of 22.7 % in the number of transactions. Out ofsuch 27 IPO projects, the Group participated in all of the top 10 Hong Kong IPO projects, includingJD.com Inc, NetEase Inc, Yum China Holdings Inc, Evergrande Property Services Group Ltd, HangzhouTigermed Consulting Co Ltd, and other major Hong Kong IPO projects. The Group was also the solesponsor on the IPOs for Datang Group Holdings Ltd. and Transtech Optelecom Science Holdings Ltd.(transfer of listing). During the same year, the Group participated in Hong Kong IPO projects with atotal transaction value of US$31.0 billion (as bookrunner or above), ranking 2nd amongst all HongKong bookrunners in terms of total transaction value of IPO projects completed during the year,according to Dealogic. The Group was also selected by ChinaVenture as one of the Top 5 BestInvestment Banks (Cross-border) in the China IPO Market for the year ended 31 December 2019. TheGroup was named the ‘‘Hong Kong IPO Pioneer Investment Bank 2019’’ by International Finance News.The Group also took a leading role in numerous award-winning transactions including:

• JD.com US$3.9 billion secondary listing, was awarded the ‘‘Best equity deal 2020’’ by The Asset;

• JD Health International US$3.48 billion IPO, was awarded the Best IPO – Healthcare/Pharma2020’’ by The Asset;

• Hangzhou Tigermed US$1.38 billion Hong Kong IPO, was awarded the ‘‘Best IPO 2020’’ by TheAsset.

The key sources of revenue on equity capital markets transactions are sponsor fees and underwritingfees. Sponsor fees on such transactions are in line with market standard, and IPO underwriting feesdepend on the amount of the offering, the size of the IPO, the underwriting contributions and scope ofrole.

Debt Capital Markets

The debt capital markets services involve underwriting public debt offerings and private placement ofinvestment-grade and high yield bond issuances and so on. In particular, the Group focuses on corporateand financial institutions based in the PRC and Hong Kong, etc. The business is mainly fee-based and islargely determined by the number of deals led, project size, and the Group’s role and contribution in theprojects.

For the years ended 31 December 2018, 2019 and 2020, both the transaction value and the role of thebond issuance in which the Group lead managed improved. For the year ended 31 December 2020, theGroup’s debt capital markets business maintained a good momentum and stable growth with strong andhealthy pipelines. During the year ended 31 December 2020, the Group participated in 84 offshore bondtransactions, with a total transaction value of US$67.5 billion, representing an increase of 15.98 percent. from the previous year.

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In recent years, the Group has actively adapted to the market, constantly enhanced its own businesscapability and has strived to develop its underwriting business, focusing on but not limited to PRCenterprises’ offshore bonds. It has not only achieved solid business growth, but also established apositive reputation and brand for its debt capital markets business. The Group was also named ‘‘BestBond Adviser in Hong Kong’’ for the year of 2020 by The Asset. The Group was also featured in manyaward winning transactions in which the Group played a leading role including:

• the US$ 1.5 billion dual-tranche bond issuance by Contemporary Amperex Technology which wasawarded the ‘‘Best new bond in China 2020’’ by The Asset;

• the US$ 300 million senior notes issuance by Champion Reit which was awarded the ‘‘Bestcorporate bond in Hong Kong 2020’’ by The Asset;

• the €500 million green bond issuance by Beijing Enterprises Holdings which was awarded the‘‘Deals of the year – Best Green Bond’’ by The Asset;

• the US$ 2 billion multi-tranche senior notes issuance by China Cinda (HK) Holdings Companywhich was awarded the ‘‘Outstanding Deals – Asset Management Best Bond’’ by The Asset;

• the US$2 billion dual-tranche senior notes issuance by Meituan which was awarded the‘‘Outstanding Deals- E-commerce Best Bond’’ by The Asset;

• the US$1.2 billion senior bond issuance by China Construction Bank (Hong Kong) which wasawarded as the ‘‘Best Green Bond in China 2020’’ by The Asset.

While expanding its business scale, the Group’s Global Debt Capital Markets team is actively seekingnew opportunities including capital instruments, supranational bond issuance transactions and hasparticipated in bond transactions by sovereign issuers in regions including Africa, Middle East and Asiain recent years. For the year ended 31 December 2020, some of the key transactions which the Grouphas completed include the US$2.9 billion Non-Cumulative Perpetual Offshore Preference Shares issuedby ICBC, US2.82 billion Non-Cumulative Perpetual Offshore Preference Shares issued by Bank ofChina, US$3 billion supranational bond issuance by Asian Infrastructure Investment Bank for twice andthe underwriting of US$1 billion bond issuance by the Dubai Islamic Bank. These transactions expandedthe Group’s presence in the international bond market and maintained the market-leading position ofGroup’s Global Debt Capital Markets team.

Financial Advisory Service

The Group provides its clients with a variety of financial advisory services in transactions such asM&A, capital raising, restructuring and privatisation. Leveraging on its extensive business experiences,network and resources, the Group assists its clients in finding transaction opportunities and providesprofessional advice on transactions. In recent years, the Group has continuously strengthened itsbusiness capabilities in cross-border M&A and has committed to providing financial advisory andfinancing services to market-leading companies in cross-border M&A projects and restructuring projects.

It has also increased cooperation with the ICBC Group to serve the ICBC Group’s overall strategiclayout. The Group’s financial advisory service business is developing, and it has entered into multiplecross-border M&A advisory service contracts, in areas spanning power and utilities, healthcare,consumer, industrial, financial services and etc. One of the key transactions of the Group is the cross-border M&A financing transaction of a household electrical appliance company, where the Group wasalso the sponsor for its subsequent IPO project. The Group was appointed by a listed company in HongKong as the sole financial adviser of the purchaser for its privatization project.

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Revenue from the financial advisory service business is generated primarily from financial advisory fees.The fees on such transactions will depend on the complexity and size of the transaction and are typicallyexpressed as a percentage of the transaction price.

Sales and Trading

The Group’s main sales and trading business consists of (i) agency trading services for equities, equitiesoptions, bonds, futures, futures options, funds and margin financing and (ii) bond market making.* Thesales and trading business is committed to providing a full range of investment products for bothprimary and secondary markets to sovereign funds, large national and state-owned enterprises, privateenterprises, banks, insurance companies, fund companies and high-net-worth individuals through itsprofessional one-stop investment and financing platform.

The services of the sales and trading business include:

• Promoting deal and non-deal roadshows and diversified company access opportunities;

• Providing investors with research reports, market insight and timely market information;

• Providing primary market access for the subscription of Hong Kong IPOs and internationalplacings;

• Providing IPO financing and margin financing services; and

• Providing trading and execution platform for equities, bonds and futures trading, and bond marketmaking.*

The total income** for the sales and trading business for the year ended 31 December 2020 wasHK$302.9 million, which contributed to 5.0 per cent. of the Group’s total income** for the relevant year.The figure is comparable with that for the year ended 31 December 2019. The total income** of thesales and trading business is derived mainly from bond market making*, equity agency and marginfinancing businesses. The ranking of The Stock Exchange Hong Kong Limited equity turnover in theHKEX significantly improved to 62 in 2020 which is constituency B as compared with C in 2019.

The objectives of the sales and trading business are:

• Steadily increasing business income in compliance with regulatory and risk control requirements.

• Taking advantage of the ICBC Group’s global network to create greater synergy between the HeadOffice and domestic and overseas branches in order to broaden the sales channels.

• Strengthening the construction of business processes and internal control systems.

Investing

The Group engages in principal investing and lending activities which are broadly divided into twocategories, namely (i) bespoke private investments involving equity, debt and hybrid products, and (ii)publicly traded securities involving shares and bonds.

The Group’s investing business covers a wide range of industries such as real estate, logistics, finance,chemical materials and products, technology, pharmaceuticals and healthcare, and a diverse productrange including equity, debt and hybrid products, mezzanine financing, private placement bonds,

* This is carried out by a British Virgin Islands incorporated subsidiary of the Group.

** The Group’s ‘‘total income’’ comprises ‘‘Revenue’’, ‘‘Other net income’’, ‘‘Share of profits of joint ventures’’ and ‘‘Share of(losses)/profits of associates’’ as set out in its consolidated statement of profit or loss and other comprehensive income ofthe audited consolidated financial statements for the years ended 31 December 2020 and 2019.

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guarantees and other financial investments. Since incorporation, the Group has completed over ahundred investment projects. In recent years, the Group’s investing business followed the ‘‘Internet+’’strategy and converted into newer technology, industries and frameworks and have made investments ininternet, technology and artificial intelligence programmes. The investing business team is comprised ofindividuals from leading international investment institutions with extensive investment experience. Withits global outlook, the team keeps abreast of market developments, and helps its clients seize marketopportunities and respond quickly and dynamically to market changes. The Group also engagesoccasionally in small scale investments or share acquisitions with subsidiaries or affiliates of the ICBCGroup.

Major clients of the Group’s investing business include central and global SOEs, multinationalorganisations, major market leaders in different industries and corporations with high growth potential.

Benefiting from a global customer network and the comprehensive financial service offered by the ICBCGroup, the Group fully explores capital needs of its customers in different regions, providing impetusfor the rapid growth of their businesses.

The investment portfolios comprise of investments in mainland China, Hong Kong, Australia, SoutheastAsia, etc.

In addition to its originating investments, the Group also collaborates with leading institutions in theindustry, to enhance its brand influence, seek potential investment opportunities in quality projects andexpand its project base and distribution network.

The Group focuses on its client needs and designs bespoke financing solutions by taking advantage ofits full licences, experienced team and diversified products. It provides clients with integrated financingsolutions by tapping on ICBC Group’s business platform.

Private investments: The Group engages in private investments and financing activities by deployingproprietary funds. Private investments include all form of debt financing, equity investments and hybridinstruments. Products include mezzanine financing, pre-IPO financing, bridge financing, structuredfinancing, M&A financing, private equity investment, preference shares and convertible bonds etc.Furthermore, the Group acts as a general partner to raise and manage investment funds. The Grouptypically also provides part of the seed investment as an investor (or limited partner) of such funds. Inaddition, the Group also engages in the Fund of Funds business.

Publicly Traded Securities: Such investments are funded by the Guarantor’s proprietary funds, and arefocused on publicly listed equity and debt securities. Publicly traded investments include investmentgrade bonds, non-investment grade bonds, additional tier one capital (contingent convertible bonds),common shares and preferred shares.

The total income* from the investing business for the years ended 31 December 2019 and 31 December2020 was HK$4,587.5 million and HK$5,292.7 million, respectively, which contributed 86.2 per cent.and 87.7 per cent. of the Group’s total income* for the relevant year. This increase in total income* ofthe investing business was predominantly driven by the surge in valuation and capital gain on investeeswhich benefitted from a rapid recovery of Chinese economy in the midst of the pandemic.

The investing business is strongly supported by the Head Office. The ICBC Group has providedfinancial support and created opportunities to market the Group’s investing business to large corporateclients. The Group also rolls out marketing campaigns targeted at large corporate clients together withthe Head Office in order to seize and effectively capture project investment opportunities. In addition,

* The Group’s ‘‘total income’’ comprises ‘‘Revenue’’, ‘‘Other net income’’, ‘‘Share of profits of joint ventures’’ and ‘‘Share of(losses)/profits of associates’’ as set out in its consolidated statement of profit or loss and other comprehensive income ofthe audited consolidated financial statements for the years ended 31 December 2020 and 2019.

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through information sharing and flexible resource allocation with the ICBC Group, the Group is able tobetter serve its clients by providing various complementary value-added services, for example,investment services and escrow account services, which in turn allow the Group to generate revenue forthe wider ICBC Group and promote brand recognition.

The business strategy of the investing business is focussed on developing its marketing channels withthree main objectives:

• Becoming an influential top-tier professional investor with a global perspective in the Asia-Pacificregion, a leader in product innovation and an active supporter of interaction and networkingbetween different businesses of the ICBC Group.

• Interacting with leading institutions in the industry including but not limited to PRC banks to helpenhance brand influence, seek potential investment opportunities in quality projects whilediversifying the project base and promoting extensive distribution channels.

• Targeting large-scale clients, markets and businesses with a focus on investing in large-scalecentral SOEs and multinational corporations, industry leading enterprises and corporates, andcooperating with the ICBC Group to market the business.

Asset Management

The Group has been developing and expanding its asset management business. The asset managementbusiness manages third party funds and provides investors with comprehensive asset managementservices and offers a range of product lines and strategies, with a focus on publicly listed securities(both equity and debt) and private equity investments.

The Group was granted the Qualification of Private Equity, the Qualification of Venture Capital FundManager and the Qualification of Private Securities Investment Fund Manager by the Asset ManagementAssociation of China, which enabled the Group to begin its asset management business in the PRC.

The Group’s asset management business is broadly divided into two areas, namely investment fund assetmanagement and private fund asset management. Together with increasing institutional, corporate andhigh-net-worth individual clients, the Group also actively promotes cooperation and interaction withother departments, branches and subsidiaries within the ICBC Group and has achieved good results inboth areas.

Investment Fund Asset Management: Since the launch of its investment fund asset management business,the Group has carried out its investment management business focusing on equity and fixed incomesecurities. In recent years, the Group set up multiple funds such as absolute return and balancedinvestment funds and IPO cornerstone funds which participated in a number of cornerstone investmentsand anchor investments.

Private Fund Management: The Group’s private fund management business has both onshore andoffshore operations. Its onshore fund operation is mainly conducted through vehicles that have beenregistered under the Asset Management Association of China. Its offshore business is mainly conductedthrough the Guarantor’s subsidiary, ICBC International Fund Management Limited. As of the date ofthis Offering Circular, ICBC International Fund Management Limited held Type 1 (Dealing inSecurities), Type 4 (Advising on Securities) and Type 9 (Asset Management) licences from the SFC.

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Consistent with industry norms, the total income* for the asset management business is primarilyderived from management fees and performance fees, each of which is adjusted depending on thespecific nature of the fund and client. Other fee basing parameters include liquidity, size, and investmentperiod plus asset class.

The asset management business is strongly supported by the Head Office in the following ways: (i) theHead Office offers supervision and management to help the business develop an appropriate risk controlsystem, (ii) the business can develop joint relationships and organise international roadshows and othermarketing activities with the Head Office, (iii) the business can develop and access high-quality onshoreand offshore assets and work alongside sovereign institutions on industrial restructuring funds and otherinitiatives, (iv) the business can use connect schemes such as Stock Connect, Bond Connect, MutualRecognition of Funds etc. with the Head Office as a basis for future cooperation with commercial banks,with the aim of increasing the size of assets under its management, and (v) the Head Office providesprioritised support on middle and back office functions such as human resources and information andtechnology.

There are four main objectives of the asset management business, including:

• Establishing the business’ reputation and market position in cross-border asset management. At thesame time, the Group aims to transform into a top-tier asset management company in the Asia-Pacific region with a global portfolio.

• Further improving the organisation and team-building aspects of the asset management business bystrengthening the business’ domestic and overseas offices, establishing a comprehensive incentivemechanism and building the business’ basic infrastructure.

• Diversifying the products, clients and markets of the business.

• Developing the onshore asset management business by acquiring the related licences in China.

Research

As of 31 December 2020, the Group’s Research team consisted of 30 analysts who conduct independentresearch on macro-economy, fixed income and equity market strategy, and major sectors includingfinancials, real estate, consumer, healthcare, TMT, materials and energy with a coverage of almost allindustries and 132 listed companies. The majority of them are equipped with extensive work and/oreducational experience in China’s domestic and overseas financial markets. With a strong link to theICBC Group and its international branch network, the Group’s Research team also provides institutionalinvestors as well as corporate and high net worth clients with a diversity of corporate accessopportunities.

The independence, expertise and forecast accuracy of the Group’s Research team have been widelyrecognised over recent years. For the year ended 31 December 2020, the team was ranked the thirdamong Chinese brokers and overall ranking of 9th in All-China Research (Overseas) in the InstitutionalInvestor Analyst Poll. The team ranked first in the Public Utilities & Alternative Energy sector, andamong the runner-ups in Pharmaceuticals & Biotechnology and Strategy. The team’s Chief Economistwas named the ‘‘Star Economist of the Month’’ by China Business Network.

* The Group’s ‘‘total income’’ comprises ‘‘Revenue’’, ‘‘Other net income’’, ‘‘Share of profits of joint ventures’’ and ‘‘Share of(losses)/profits of associates’’ as set out in its consolidated statement of profit or loss and other comprehensive income ofthe audited consolidated financial statements for the years ended 31 December 2020 and 2019.

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Regulatory Requirements and Compliance

The Group is subject to the regulatory regimes in Hong Kong and the PRC, as well as the requirementsset out by the various professional industry bodies of which it is a member including the AssetManagement Association of China（中國證券投資基金業協會）.

SFC

Due to the licensing regime of the SFC, in order to engage in the businesses of the Group, such ascapital markets and advisory, securities and futures brokerage, and asset management, the relevantentities within the Group and their responsible personnel are required to obtain and hold the relevantlicences from the SFC and to be in compliance with applicable regulatory requirements from time totime.

Apart from the SFO, the Group’s licensed entities and their licensed personnel are required to complywith Hong Kong subsidiary legislation and regulations, codes and guidelines developed by the SFC, aswell as rules and regulations introduced and administered by the SEHK and the Hong Kong FuturesExchange Limited (the ‘‘Futures Exchange’’). Any broker-dealer that intends to operate a brokeragebusiness for products available on Hong Kong Exchanges and Clearing Limited or which uses thetrading facilities of the SEHK and/or Futures Exchange, must be admitted and registered as an ExchangeParticipant (as defined in the SFO) of that exchange.

Money Lenders Regulations

The Money Lenders Ordinance (Cap. 163) of Hong Kong (‘‘MLO’’) is a comprehensive regulatorystatute governing consumer loan providers other than authorised institutions within the meaning of theBanking Ordinance (Cap. 155) of Hong Kong such as banks and deposit-taking companies. The MLOstipulates that only persons granted with a money lenders licence issued by a licensing court may carryon the business of a money lender. The MLO further states that such persons must carry on such moneylending business in accordance with the conditions and only at the premises specified in the licence.However, since the Guarantor is a subsidiary of the ICBC Group, the Guarantor qualifies as an‘‘exempted person’’ for the purpose of the MLO and therefore does not need a money lender licenceaccordingly. The MLO regulates various aspects of the business, including (but not limited to) the basicterms of loan agreements and applications for, and revocations of, licences, and imposes restrictions onadvertising and excessive interest rates.

Risk Management

Responsibility for overseeing risks

The Senior Management of the Group shall assume entire responsibilities for the Group’s riskmanagement.

The Group’s objectives, basic policies and organisational structure of risk management

The Group’s risk management objectives are to enhance corporate risk governance while focusing on theGroup’s overall business development strategies and plans; to implement its ‘‘comprehensive riskmanagement’’ philosophy by improving risk control policies and systems, efficiently overseeing andassessing risk exposure of each business or product by implementing detailed risk control plans, andoptimising its portfolio to balance risk and return; and to uphold the core values of the ICBC Group’srisk management culture (namely, legality and compliance, stable operation, integrity and precision,professionalism and collaboration and shared responsibility).

The Group’s ‘‘comprehensive risk management’’ philosophy covers all its business lines, departments,positions and personnel. Through an efficient and balanced risk management structure, it has cultivateda risk culture that promotes stability and prudence, formulated a unified risk management strategy andrisk appetite, and implemented risk limit and risk management policies.

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There are seven key elements in the Group’s comprehensive risk management, including a riskmanagement culture, a risk governance structure, systems and policies, risk appetite and limits, businessprocesses, management information systems and data quality management, and internal control andinternal audit. The Group’s comprehensive risk management also adheres to five main principles, namelyfull coverage, effectiveness, compatibility, independence and proactiveness.

Set out below is the Group’s organisational structure of risk management as of 31 December 2020:

|CLIFFORD CHANCE

Management(ICBC International)

2. Risk Management Committee of the Management

Risk Management Department

3. Market Risk Management Committee

Risk Management Department

4. Operational Risk Management Committee

Operational Risk Management Department

5. Information Technology Committee

IT Department

1. Executive Committee

Risk Management Department

Board Chairman/CEO has the veto power

6. Asset and Liability Management Committee

Finance Department

7.Financial Approval Committee

Finance Department

8.Procurement Committee

9. Compliance andReputational RiskCommittee

Compliance Department

10. Outsourcing Risk Review Committee

Compliance Department

11. New Product/Business FunctionCommittee

Risk Management Department

13. Project Initiation Committee

Investment Management Business Management Office

14. Project Exit Committee

15.Investment Decisions Committee (Capital Markets Business)

Capital Markets Department

16.Investment Decisions Committee (Treasury)

Treasury Department

17. Diligence Review Committee

Corporate Finance and Capital Market Services Department

18. Valuation Committee

19. Client Commitment Committee

20. Transaction Selection Committee

21. Transaction (Sponsor Deal) Exit Committee

12. Credit and Investment Management Committee

Credit Approval Department

22. Transaction Selection Committee

Global Debt Capital Markets Department

23. Client Commitment Committee

24. Asset Management Committee

Risk Management Department

25. Asset Management Investment Committee

Asset Management Department

26. Securities and Futures Steering Committee

Sales and Trading Department

27. Financing Commitment Committee

31. Investment Decisions Committee

Family Wealth

32. Risk Control Committee

28. Investment Decisions Committee

China Department

29. Investment, Financing and Asset Management Project Initiation Committee

30. Consultancy Business Review Committee

Special matters

Major decisions

Specific business

Subsidiary level

To implement its ‘‘comprehensive risk management’’ philosophy, the Group has built three lines ofdefence as follows:

• the first line of defence is the front-office business departments which have direct responsibilityand accountability for risk management;

• the second line of defence consists of the departments with risk management functions, such asrisk management and internal control & compliance department. Internal control is an importantcomponent of this line of defence, and through developing and implementing a system withsystematic processes and methods, it identifies and controls relevant risks in each of the Group’sbusiness and managed activities; and

• the internal audit department forms the third line of defence which shall assume the supervisoryresponsibilities for risk management. By using a systematic and standardised approach andobjectively and independently assessing and monitoring the performance of the first and secondlines of defences, the internal audit department evaluates the effectiveness of the overall riskmanagement internally.

All three lines of defence adopt the ‘‘proactive prevention, intelligent control and comprehensivemanagement’’ approach to risk management. All staffs of the Group are adequately trained to performthe enterprise-wide risk management function in their respective departments.

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The Group has developed its comprehensive risk management system mainly through the followingmeasures:

• a sophisticated committee mechanism – various committees with corresponding rules andmanagement have been formed according to the Group’s business segments and characteristics;

• departments with risk management functions – departments with risk management functions take alead in risk management with support from other departments within the Group;

• a robust system – the risk management system covers all corporate levels within the Group and allof its products and risk types; and

• clear business processes – a clear and controllable process has been put in place for each businessor product.

Furthermore, the Group continues to improve its risk management system through measures such asoptimising the committee mechanism, promoting scientific decision making, increasing operationalefficiency, building a comprehensive risk management system and formulating clear business processesfor all kinds of products based on its investment bank’s characteristics. To facilitate and streamline thecredit and investment approval process, the Group set up a new Credit Approval Department in October2019 specialized in approving and led by the credit experts transferred from the Head Office CreditDepartment.

In 2020, The Group received the No.1 award in the implementation of the ‘‘Enterprise-Wide RiskManagement Framework’’ amongst ICBC’s tier-1 branches, overseas institutions and subsidiaries. TheGroup synergizes with the Head Office and strives to strengthen the risk management framework.

Capital Management

The Group’s primary objective in capital management is to ensure that it maintains sufficient capital inorder to support its business and maximise shareholder value. In addition, several subsidiaries of theGroup licensed by the SFC are obliged to meet regulatory liquid capital requirements under theSecurities and Futures (Financial Resources) Rules (‘‘SF(FR)R’’) at all times. In order to maintain oradjust its capital structure, the Group may adjust the dividends paid to shareholders or issue new shares.The Group monitors capital on the basis of total equity as shown in the consolidated statement offinancial position. The Group’s strategy is to maintain a solid capital base to support the operations andbusiness development in the long term.

Employees

The Group had around 500 employees as at 31 December 2020. The Group has maintained goodworking relationships with its employees and does not foresee any difficulties in the recruitment andretention of experienced staff. To ensure the high quality of its employees and the services provided bythe Group, the performance of the Group’s employees is assessed using both qualitative and quantitativemeasures, where assessment indicators, criteria and weightings are set for each calendar year and alignedwith that used by the ICBC Group to ensure a streamlined and uniform approach across the ICBCplatform. In addition, the Group is committed to developing and nurturing the talent of its employeesthrough the provision of appropriate training and seminars, business cooperation and staff secondmentopportunities.

Registered Office

The registered office of the Guarantor is located at 37/F, ICBC Tower, 3 Garden Road, Hong Kong.

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Information Technology

The Group’s information technology (‘‘IT’’) department is responsible for delivering and maintainingsecure, reliable and high-quality systems to support the business operations of the Group and theprovision of the necessary IT infrastructure based on the business needs and development of the Group.

The Group’s IT systems consist of four key components: front office, middle office, back office andinternal management systems that generally cover transaction management, customer service and riskmanagement, investment, accounting, and internal enterprise management. The Group aims to keep itsIT systems updated with the goal of achieving higher operational efficiency, enhance user access andcustomer service, provide flexibility for future business needs, respond to market development trendsand increase its competitiveness in the markets in which it operates.

Insurance

The Group maintains standard insurance in relation to its risk exposure arising from the nature of itsbusiness, such as office premise and property damage insurance, employee compensation insurance,medical insurance, critical illness insurance, and life insurance. The Group’s insurance coverage isprovided by reputable companies with commercially reasonable limits and deductibles on coverage andcomplies with the statutory requirements in Hong Kong.

The Group believes that its insurance coverage is sufficient for its present purposes and is consistentwith coverage for its competitors in Hong Kong. The Group periodically reviews its insurance coverageto ensure that it has adequate coverage for its business.

Legal Proceedings

As at the date of this Offering Circular, there are no current litigation or arbitration proceedings againstthe Group, which could have a material and adverse effect on the Group’s business, financial conditionor results of operations. As at the date of this Offering Circular, the Group is not aware of any pendingor threatened litigation or arbitration proceedings against it, which could have a material and adverseeffect on the Group’s business, financial condition or results of operations.

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DIRECTORS AND SENIOR MANAGEMENT

As at the date of this Offering Circular, the members of the board of directors and senior management ofthe Guarantor are as follows:

DIRECTORS

Name Position Age

AN Liyan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director 59CHANG Zhenwang . . . . . . . . . . . . . . . . . . . . . . . . Director 59WANG Yixin . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director 58HU Yimin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director 54GAO Dong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director 47

AN Liyan

Ms. AN Liyan joined the Guarantor in 2017, currently serving as Chief Executive Officer. Ms. An isalso currently the acting chairman of the board of directors of the Guarantor. Ms. An has extensiveexperience in investment banking and capital markets. Ms. An has served ICBC Group for more than 30years, where she held a variety of positions in ICBC headquarters and overseas institutions. Previously,she was appointed as Deputy General Manager of the Investment Banking Division at ICBC. She alsoserved as Chief Operating Officer and subsequently as Chief Financial Officer at ICEA from February2001 to December 2004. Ms. An obtained a bachelor’s degree in International Finance from School ofEconomics, Liaoning University, and a joint master’s degree of Business Administration (International)from Fudan University and the University of Hong Kong. She is a senior economist.

CHANG Zhenwang

Mr. CHANG Zhenwang, a Non-Executive Director appointed by ICBC Head Office, has served in theICBC Group for more than 30 years. Prior to taking up his current role, Mr. Chang served as the headof ICBC Anhui Provincial Branch. Currently, he serves as the chairman of Industrial and CommercialBank of China (Malaysia) Berhad, and Industrial and Commercial Bank of China (Almaty) Joint StockCompany. He has extensive experience in managing financial institutions.

Mr. Chang graduated from Shanxi University of Finance and Economics with a bachelor’s degree inFinance and obtained a master’s degree in Business Administration (International) from a joint programby Fudan University and the University of Hong Kong.

WANG Yixin

Ms. WANG Yixin, a Non-Executive Director appointed by ICBC Head Office, has served in the ICBCGroup for more than 30 years. Currently, she serves as a director in ICBC Financial Leasing Co., Ltd,ICBC Aviation Leasing Co. Ltd., ICBC Financial Asset Investment Co., Ltd., ICBC CapitalManagement Co., Ltd., and ICBC Information and Technology Co., Ltd.. She has extensive experiencein managing financial institutions. Ms. Wang obtained a bachelor’s degree in Chemical Engineeringfrom Tianjin University, a master’s degree in Industrial Engineering from Beijing Institute ofTechnology, and a master’s degree in Business Administration (International) from a joint program byFudan University and the University of Hong Kong.

HU Yimin

Mr. HU Yimin, a Non-Executive Director appointed by ICBC Head Office, has served in the ICBCGroup for more than 22 years. Prior to taking up his current role, Mr. Hu served as the deputy head ofthe Institutional Banking Department of ICBC Head Office. Currently, he serves as a director inIndustrial and Commercial Bank of China (Asia) Limited, ICBC Wealth Management Co., Ltd, ICBCAsset Management (Global) Company and Chinese Mercantile Bank. He has extensive experience inmanaging financial institutions. Mr Hu graduated from Renmin University of China with a bachelor’s

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degree in Economics and obtained a master’s degree in Business Administration from TsinghuaUniversity. He also has overseas study experience from a joint program by ICBC and the University ofIllinois.

GAO Dong

Mr. GAO Dong joined the Guarantor in 2013, currently serving as Deputy Chief Executive Officer. Mr.Gao has served ICBC Group for more than 20 years, where he served as various senior roles at theSettlement and Cash Management Department, the Accounts and Settlement Department in ICBC HeadOffice. He was also assigned to ICBC Shenyang, serving as the Vice President. Mr. Gao obtained amaster’s degree in Business Administration (International) from a joint program by Fudan University andthe University of Hong Kong, and a master’s degree in Accounting from Beijing Jiaotong University. Heis a Chartered Global Management Accountant and a fellow member of Chartered Institute ofManagement Accountants. He was a visiting scholar at University of Illinois at Urbana-Champaign, andis a senior accountant. As one of the Deputy Chief Executive Officers, he was previously in charge ofthe Investment Management segment, and is currently in charge of the Asset Management segment ofthe Guarantor.

SENIOR MANAGEMENT

Name Position Age

AN Liyan . . . . . . . . . . . . . . . . . . . . Chief executive officer 59GAO Dong . . . . . . . . . . . . . . . . . . . Deputy chief executive officer 47WANG Wei . . . . . . . . . . . . . . . . . . Deputy chief executive officer 50WANG Yaowu . . . . . . . . . . . . . . . . Deputy chief executive officer 54SUN Kin Kong James . . . . . . . . . . . Deputy chief executive officer 51

AN Liyan

Please see above.

GAO Dong

Please see above.

WANG Wei

Ms. WANG Wei joined the Guarantor in 2014, currently serving as Deputy Chief Executive Officer. Ms.Wang has served ICBC Group for more than 20 years, where she served as various senior roles at theCorporate Finance Department, the Project Financing Department and the Credit Approval Departmentin ICBC Head Office. Ms. Wang obtained a master’s degree in Business Administration (International)from a joint program by Fudan University and the University of Hong Kong. She was a visiting scholarat Stanford University. As one of the Deputy Chief Executive Officers, she is currently in charge of theCorporate Finance Department, the Global Debt Capital Markets Department and the China Departmentof the Guarantor.

WANG Yaowu

Ms. WANG Yaowu joined the Guarantor in 2015, currently serving as Deputy Chief Executive Officer.Ms. Wang has served ICBC Group for 25 years, where she served as General Manager at the AssetLiability Management Department in ICBC Shenzhen Branch, Deputy General Manager at the InstitutionBusiness Department in ICBC Shenzhen Branch, and Deputy General Manager at the Product InnovationManagement Department in ICBC Head Office. Ms. Wang graduated from Peking University with abachelor’s degree in Economics, and obtained a master’s degree in Economics from PBC School ofFinance, Tsinghua University. As one of the Deputy Chief Executive Officers, she is currently in charge

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of the Risk Management Department, the Credit Approval Department, the Legal Department, theCompliance Department, the Post-investment Review department, the Operation department, theInformation and Technology department and the Administration Department of the Guarantor.

SUN Kin Kong James

Mr. SUN Kin Kong James joined the Guarantor in 2018, currently serving as Deputy Chief ExecutiveOfficer. Mr. Sun has more than 25 years’ experience in renowned financial institutions. He worked asHead of Greater China Sales at UBS and was appointed as Member of Hong Kong Management andRisk Committee at UBS. Prior to joining UBS, he worked as Head of Bank Sales for Greater China atGoldman Sachs. Mr. Sun graduated from University of California, Los Angeles with a bachelor’s degreeand obtained a master’s degree from Stanford University. As one of the Deputy Chief ExecutiveOfficers, he is currently in charge of the Research Department and Sales and Trading segment of theGuarantor.

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TAXATION

The following is a general description of certain tax considerations relating to the Notes and is basedon law and relevant interpretation thereof in effect as at the date of this Offering Circular, all of whichare subject to changes and does not constitute legal or taxation advice. It does not purport to be acomplete analysis of all tax considerations relating to the Notes, whether in those countries orelsewhere.

Prospective purchasers of the Notes should consult their own tax advisers as to which countries’ taxlaws could be relevant to acquiring, holding and disposing of the Notes and receiving payments ofinterest, principal and/or other amounts under the Notes and the consequences of such actions underthe tax laws of those countries. It is emphasised that none of the Issuer, the Guarantor nor any otherpersons involved in the Programme accepts responsibility for any tax effects or liabilities resulting fromthe subscription for purchase, holding or disposal of the Notes.

British Virgin Islands

Prospective investors should consult their professional advisers on the possible tax consequences ofbuying, holding or selling any Notes under the laws of their country of citizenship, residence ordomicile.

British Virgin Islands Taxation

The following is a discussion on certain British Virgin Islands income tax consequences of aninvestment in the Notes. The discussion is a general summary of present law, which is subject toprospective and retroactive change. It is not intended as tax advice, does not consider any investor’sparticular circumstances, and does not consider tax consequences other than those arising under BritishVirgin Islands law.

Under Existing British Virgin Islands Laws

Payments of interest and principal on the Notes will not be subject to taxation in the British VirginIslands and no withholding will be required on the payment of interest and principal to any holder of theNotes nor will gains derived from the disposal of the Notes be subject to British Virgin Islands incomeor corporation tax, provided that the payments are made to persons who are not resident in the BritishVirgin Islands.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons whoare not resident in the British Virgin Islands with respect to the Notes.

There are currently no withholding taxes or exchange control regulations in the British Virgin Islandsapplicable to the Company.

If neither the Company nor any subsidiary holds an interest in real estate in the British Virgin Islands,no stamp duty is payable in respect of the issue of the Notes and the Certificates or on an instrument oftransfer in respect of the Notes or Certificates.

Hong Kong

Withholding tax

No withholding tax is payable in Hong Kong in respect of payments of principal, including anypremium payable on redemption of the Notes or interest in respect of the Notes or in respect of anycapital gains arising from the sale of the Notes.

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Profits tax

Hong Kong profits tax is chargeable on every person carrying on a trade, profession or business in HongKong in respect of profits arising in or derived from Hong Kong from such trade, profession or business(excluding profits arising from the sale of capital assets).

Interest on the Notes may be deemed to be profits arising in or derived from Hong Kong from a trade,profession or business carried on in Hong Kong in the following circumstances:

(i) interest on the Notes is derived from Hong Kong and is received by or accrues to a corporation,other than a financial institution, carrying on a trade, profession or business in Hong Kong;

(ii) interest on the Notes is derived from Hong Kong and is received by or accrues to a person, otherthan a corporation, carrying on a trade, profession or business in Hong Kong and is in respect ofthe funds of that trade, profession or business;

(iii) interest on the Notes is received by or accrues to a financial institution (as defined in the InlandRevenue Ordinance (Cap. 112) of Hong Kong (the ‘‘IRO’’)) and arises through or from thecarrying on by the financial institution of its business in Hong Kong; or

(iv) interest on the Notes is received by or accrues to a corporation, other than a financial institution,and arises through or from the carrying on in Hong Kong by the corporation of its intra-groupfinancing business (within the meaning of section 16(3) of the IRO).

Sums received by or accrued to a financial institution by way of gains or profits arising through or fromthe carrying on by the financial institution of its business in Hong Kong from the sale, disposal orredemption of Notes will be subject to Hong Kong profits tax. Sums received by or accrued to acorporation, other than a financial institution, by way of gains or profits arising through or from thecarrying on in Hong Kong by the corporation of its intra-group financing business (within the meaningof section 16(3) of the IRO) from the sale, disposal or redemption of Notes will be subject to HongKong profits tax.

Sums derived from the sale, disposal or redemption of Notes (other than capital gains) will be subject toHong Kong profits tax where received by or accrued to a person, other than a financial institution, whocarries on a trade, profession or business in Hong Kong and the sum has a Hong Kong source unlessotherwise exempted. The source of such sums will generally be determined by having regard to themanner in which the Notes are acquired and disposed of.

Stamp duty

Stamp duty will not be payable on the issue of Bearer Notes provided that either:

(i) such Bearer Notes are denominated in a currency other than the currency of Hong Kong and arenot repayable in any circumstances in the currency of Hong Kong; or

(ii) such Bearer Notes constitute loan capital (as defined in the Stamp Duty Ordinance (Chapter 117 ofthe Laws of Hong Kong) (the ‘‘SDO’’)).

If stamp duty is payable, it is payable by the Issuer on the issue of Bearer Notes at a rate of 3 per cent.of the market value of the Bearer Notes at the time of issue. No stamp duty will be payable on anysubsequent transfer of Bearer Notes.

No stamp duty is payable on the issue of Registered Notes. Stamp duty may be payable on any transferof Registered Notes if the relevant transfer is required to be registered in Hong Kong. Stamp duty will,however, not be payable on any transfer of Registered Notes provided that either:

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(i) such Registered Notes are denominated in a currency other than the currency of Hong Kong andare not repayable in any circumstances in the currency of Hong Kong; or

(ii) such Registered Notes constitute loan capital (as defined in the SDO).

If stamp duty is payable in respect of the transfer of Registered Notes it will be payable at the rate of0.1 per cent. (prevailing) or 0.13 per cent. (tentatively with effect from 1 August 2021, subject to thecompletion of the legislative process) payable by each of the seller and the purchaser, normally byreference to the consideration or its value, whichever is higher. In addition, stamp duty is payable at thefixed rate of HK$5 on each instrument of transfer executed in relation to any transfer of the RegisteredNotes if the relevant transfer is required to be registered in Hong Kong.

PRC

The following summary accurately describes the principal PRC tax consequences of ownership of theNotes by beneficial owners who, or which, are not residents of mainland China for PRC tax purposes.These beneficial owners are referred to as non-PRC resident Noteholders in this ‘‘Taxation – PRC’’section and include both non-resident enterprises and non-resident individuals. In considering whether toinvest in the Notes, investors should consult their individual tax advisers with regard to the applicationof PRC tax laws to their particular situations as well as any tax consequences arising under the laws ofany other tax jurisdiction. Reference also is made to the avoidance of double taxation arrangementbetween mainland China and Hong Kong with respect to Hong Kong taxes from the year of assessmentbeginning on or after 1 April 2007 and with respect to PRC taxes from the taxable year beginning on orafter 1 January 2007 pursuant to the Arrangement between the Mainland of China and Hong KongSpecial Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasionwith Respect to Taxes on Income (the ‘‘Arrangement’’).

Pursuant to the PRC Enterprise Income Tax Law and the PRC Individual Income Tax Law as well astheir respective implementation rules, an income tax is levied on the payment of interest in respect ofdebt securities, including notes sold by enterprises established within the territory of China to non-resident enterprises (including Hong Kong SAR enterprises) and non-resident individuals (includingHong Kong SAR resident individuals). The current rates of such income tax are 20 per cent. (for non-resident individuals) and 10 per cent. (for non-resident enterprises) of the gross amount of the interest.However, the tax so charged on interest paid on the Notes to non-PRC holders which, or who, areresidents of Hong Kong (including enterprises and individuals) for purposes of the avoidance of doubletaxation arrangement between China and Hong Kong will be 7 per cent. of the gross amount of theinterest pursuant to the Arrangement.

According to the Arrangement, residents of Hong Kong will not be subject to PRC tax on any capitalgains from a sale or exchange of the Notes. For other investors of the Notes, according to the PRCEnterprise Income Tax Law and its implementation rules, it is unclear whether the capital gains of non-resident enterprises derived from a sale or exchange of the Notes will be subject to PRC income tax. Ifsuch capital gains are determined as income sourced in China by PRC tax authority, those non-residententerprise holders and individual holders, other than Hong Kong residents, may be subject to enterpriseincome tax at a rate of 10 per cent. and 20 per cent. respectively of the gross proceeds (unless other taxpreferential treatments are provided by any special tax arrangements).

Foreign Account Tax Compliance Act

Pursuant to certain provisions of the US Internal Revenue Code of 1986, as amended, commonly knownas FATCA, a ‘‘foreign financial institution’’ (as defined by FATCA) may be required to withhold oncertain payments it makes (‘‘foreign passthru payments’’) to persons that fail to meet certaincertification, reporting or related requirements. The issuer may be a foreign financial institution for thesepurposes. A number of jurisdictions (including the British Virgin Islands) have entered into, or haveagreed in substance to, intergovernmental agreements with the United States to implement FATCA

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(‘‘IGAs’’), which modify the way in which FATCA applies in their jurisdictions. Under the provisionsof IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction would generally notbe required to withhold under FATCA or an IGA from payments that it makes. Certain aspects of theapplication of the FATCA provisions and IGAs to instruments such as Notes, including whetherwithholding would ever be required pursuant to FATCA or an IGA with respect to payments oninstruments such as Notes, are uncertain and may be subject to change. Even if withholding would berequired pursuant to FATCA or an IGA with respect to payments on instruments such as Notes, suchwithholding would not apply prior to the date that is two years after the date on which final regulationsdefining foreign passthru payments are published in the U.S. Federal Register and Notes characterised asdebt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal taxpurposes that are issued on or prior to the date that is six months after the date on which finalregulations defining foreign passthru payments are published generally would be grandfathered forpurposes of FATCA withholding unless materially modified after such date. However, if additionalNotes (as described under ‘‘Terms and Conditions of the Notes – Further Issues’’) that are notdistinguishable from previously issued Notes are issued after the expiration of the grandfathering periodand are subject to withholding under FATCA, then withholding agents may treat all Notes, including theNotes offered prior to the expiration of the grandfathering period, as subject to withholding underFATCA. Holders should consult their own tax advisers regarding how these rules may apply to theirinvestment in Notes.

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SUBSCRIPTION AND SALE

Summary of Dealer Agreement

The Dealers have, in an amended and restated dealer agreement (the ‘‘Dealer Agreement’’) dated 15July 2021 (as further amended and supplemented or restated from time to time), agreed with the Issuerand the Guarantor a basis upon which they or any of them may from time to time agree to purchaseNotes. Any such agreement will extend to those matters stated under ‘‘Forms of the Notes’’ and ‘‘Termsand Conditions of the Notes’’. The Issuer and the Guarantor will pay each relevant Dealer a commissionas agreed between them in respect of Notes subscribed by it. Where the Issuer agrees to sell to theDealer(s), who agree to subscribe and pay for, or to procure subscribers to subscribe and pay for, Notesat an issue price (the ‘‘Issue Price’’), any subsequent offering of those Notes to investors may be at aprice different from such Issue Price. The Issuer and the Guarantor have agreed to reimburse theArrangers for certain of their expenses incurred in connection with the establishment, and any futureupdate, of the Programme and the Dealers for certain of their activities in connection with theProgramme.

The Issuer and the Guarantor have agreed to indemnify the Dealers against certain liabilities inconnection with the offer and sale of the Notes. The Dealer Agreement entitles the Dealers to terminateany agreement that they make to subscribe Notes in certain circumstances prior to payment for suchNotes being made to the Issuer.

In order to facilitate the offering of any Tranche of the Notes, certain persons participating in theoffering of the Tranche may engage in transactions that stabilise, maintain or otherwise affect the marketprice of the relevant Notes during and after the offering of the Tranche. Specifically such persons mayover allot or create a short position in the Notes for their own account by selling more Notes than havebeen sold to them by the Issuer. Such persons may also elect to cover any such short position bypurchasing Notes in the open market. In addition, such persons may stabilise or maintain the price of theNotes by bidding for or purchasing Notes in the open market and may impose penalty bids, under whichselling concessions allowed to syndicate members or other broker dealers participating in the offering ofthe Notes are reclaimed if Notes previously distributed in the offering are repurchased in connectionwith stabilisation transactions or otherwise. The effect of these transactions may be to stabilise ormaintain the market price of the Notes at a level above that which might otherwise prevail in the openmarket. The imposition of a penalty bid may also affect the price of the Notes to the extent that itdiscourages resales thereof. No representation is made as to the magnitude or effect of any suchstabilising or other transactions. Such transactions, if commenced, may be discontinued at any time.Stabilising activities may only be carried on by the Stabilisation Manager(s) named in the applicablePricing Supplement (or persons acting on behalf of any Stabilisation Manager(s)) and only for a limitedperiod following the Issue Date of the relevant Tranche of Notes.

In connection with each Tranche of Notes issued under the Programme, the Dealers or certain of theiraffiliates may purchase Notes and be allocated Notes for asset management and/or proprietary purposesbut not with a view to distribution. Further, the Dealers or their respective affiliates may purchase Notesfor its or their own account and enter into transactions, including credit derivatives, such as asset swaps,repackaging and credit default swaps relating to such Notes and/or other securities of the Issuer, theGuarantor, or their respective subsidiaries or affiliates at the same time as the offer and sale of eachTranche of Notes or in secondary market transactions. Such transactions would be carried out asbilateral trades with selected counterparties and separately from any existing sale or resale of theTranche of Notes to which a particular Pricing Supplement relates (notwithstanding that such selectedcounterparties may also be purchasers of such Tranche of Notes).

In addition, the Dealers and certain of their subsidiaries or affiliates may have performed certaininvestment banking and advisory services for, and entered into certain commercial banking transactionswith the Issuer, the Guarantor, and/or their respective subsidiaries or affiliates, from time to time, forwhich they have received customary fees and expenses. The Dealers and their subsidiaries or affiliates

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may, from time to time, engage in transactions and perform services for the Issuer, the Guarantor, and/ortheir respective subsidiaries and affiliates in the ordinary course of their business. In addition, certain ofthe Arrangers and Dealers, namely ICBC International Securities Limited, is a subsidiary of theGuarantor. The net proceeds from each issue of the Notes may be on-lent by the Issuer to the Guarantorand/or any of its subsidiaries, including ICBC International Securities Limited.

Selling Restrictions

United States of America

Dealers’ compliance with United States securities laws

In respect of Notes offered or sold in reliance on Category 1 as specified in the applicable PricingSupplement, the Notes and the Guarantee of the Notes have not been and will not be registered underthe Securities Act and may not be offered or sold within the United States, except pursuant to anexemption from, or in a transaction not subject to, the registration requirements of the Securities Act.Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will berequired to represent and agree, that it has not offered or sold, and will not offer or sell, any Notesconstituting part of its allotment in the United States, except in accordance with Rule 903 of RegulationS under the Securities Act. Accordingly, neither it, its affiliates nor any persons acting on its or theirbehalf have engaged or will engage in any directed selling efforts with respect to the Notes. Terms usedin this paragraph have the meanings given to them by Regulation S.

In respect of Notes offered or sold in reliance on Category 2 as specified in the applicable PricingSupplement, the Notes and the Guarantee of the Notes have not been and will not be registered underthe Securities Act and may not be offered or sold into or within the United States or to, or for theaccount or benefit of, U.S. persons, except in accordance with Regulation S under the Securities Act orpursuant to an exemption from the registration requirements of the Securities Act. Each Dealer hasrepresented and agreed that it has not offered or sold the Notes of any identifiable tranche, and shall notoffer or sell the Notes of any identifiable tranche (i) as part of their distribution at any time and (ii)otherwise until 40 days after the completion of the distribution of all Notes of such tranche, asdetermined, and certified to the Issuer and each relevant Dealer, by the Fiscal Agent or, in the case of asyndicated issue, the Lead Manager, except in accordance with Rule 903 of Regulation S under theSecurities Act. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf haveengaged or will engage in any directed selling efforts with respect to the Notes, and it and they havecomplied and shall comply with the offering restrictions requirement of Regulation S. Each Dealer hasagreed to notify the Fiscal Agent or, in the case of a syndicated issue, the Lead Manager when it hascompleted the distribution of its portion of the Notes of any identifiable tranche so that the Fiscal Agentor, in the case of a syndicated issue, the Lead Manager may determine the completion of the distributionof all Notes of that tranche and notify the other relevant Dealers of the end of the distributioncompliance period. Each Dealer has agreed that, at or prior to confirmation of sale of Notes, it will havesent to each distributor, dealer or person receiving a selling concession, fee or other remuneration thatpurchases Notes from it during the distribution compliance period a confirmation or notice tosubstantially the following effect:

‘‘The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the‘‘Securities Act’’) and may not be offered or sold within the United States or to, or for the account orbenefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days aftercompletion of the distribution of such tranche as determined, and certified to the Issuer and eachrelevant Dealer, by Fiscal Agent/Lead Manager, except in either case in accordance with Regulation Sunder the Securities Act. Terms used above have the meanings given to them by Regulation S.’’

Terms used in this paragraph have the meanings given to them by Regulation S.

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Where the relevant Pricing Supplement for Bearer Notes specifies that the TEFRA D Rules areapplicable, the Bearer Notes will be issued in accordance with the provisions of the TEFRA D Rules.Where the relevant Pricing Supplement for Bearer Notes specifies that the TEFRA C Rules areapplicable, the Bearer Notes will be issued in accordance with the provisions of TEFRA C Rules. Wherethe relevant Pricing Supplement specifies that TEFRA is not applicable, the Notes will not be issued inaccordance with the provisions of either the TEFRA D Rules or the TEFRA C Rules.

The TEFRA D Rules

In addition, unless the Pricing Supplement or the Subscription Agreement relating to one or moreTranches specifies that the applicable TEFRA exemption is either ‘‘C Rules’’ or ‘‘not applicable’’, andeach Dealer has represented, warranted and undertaken, to the Issuer and the Guarantor that:

(a) Restrictions on offers etc.: except to the extent permitted under the TEFRA D Rules:

(i) No offers etc. to United States or United States persons: it has not offered or sold, and duringa 40 day restricted period shall not offer or sell, Notes in bearer form to a person who iswithin the United States or its possessions or to a United States person; and

(ii) No delivery of definitive Notes in the United States: it has not delivered and shall not deliverwithin the United States or its possessions definitive Notes in bearer form that are soldduring the restricted period,

(b) Internal procedures: it has, and throughout the restricted period shall have in effect proceduresreasonably designed to ensure that its employees or agents who are directly engaged in sellingNotes in bearer form are aware that the Notes may not be offered or sold during the restrictedperiod to a person who is within the United States or its possessions or to a United States person,except as permitted by the TEFRA D Rules;

(c) Additional provision if United States person: if it is a United States person, it is acquiring theNotes for the purposes of resale in connection with their original issuance and, if it retains Notesin bearer form for its own account, it shall only do so in accordance with the requirements ofUnited States Treasury Regulation §1.163‑5(c)(2)(i)(D)(6); and

(d) with respect to each affiliate that acquires from it Notes in bearer form for the purpose of offeringor selling such Notes during the restricted period, it either (a) repeats and confirms therepresentations contained in paragraph (a) (Restrictions on offers, etc.), paragraph (b) (Internalprocedures) and paragraph (c) (Additional provision if United States person) on behalf of suchaffiliate or (b) agrees that it shall obtain from such affiliate for the benefit of the Issuer therepresentations contained in paragraphs (a), (b) and (c).

The TEFRA C Rules

Where the TEFRA C Rules are specified in the relevant Pricing Supplement or the SubscriptionAgreement as being applicable in relation to any Tranche of Bearer Notes, the Notes in bearer formmust be issued and delivered outside the United States and its possessions, in connection with theiroriginal issuance. In relation to each such Tranche, each Dealer has represented and agreed:

(a) No offers etc. in United States: it has not offered, sold or delivered, and shall not offer, sell ordeliver, directly or indirectly, Notes in bearer form within the United States or its possessions inconnection with their original issuance; and

(b) No communications with United States: in connection with these original issuance of Notes inbearer form, it has not communicated, and shall not communicate, directly or indirectly, with aprospective purchaser if either such purchaser or it is within the United States or its possessions or

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otherwise involve its United States office in the offer and sale of Notes in bearer form. Terms usedin this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 andregulations thereunder, including the TEFRA C Rules.

Interpretation

Terms used in the paragraph ‘‘Dealers’ compliance with United States securities laws’’ have themeanings given to them by Regulation S under the Securities Act. Terms used in the paragraphs ‘‘TheTEFRA D Rules’’ and ‘‘The TEFRA C Rules’’ have the meanings given to them by the United StatesInternal Revenue Code and regulations thereunder, including the TEFRA C Rules and the TEFRA DRules.

Index‑, commodity‑ or currency‑linked Notes

Each issuance of index‑, commodity‑ or currency‑linked Notes shall be subject to additional US sellingrestrictions as the relevant Dealer(s) shall agree with the Issuer as a term of the issuance and purchaseor, as the case may be, subscription of such Notes. Each relevant Dealer has agreed, and each furtherDealer appointed under the Programme will be required to agree, that it shall offer, sell and deliver suchNotes only in compliance with such additional US selling restrictions.

European Economic Area

Prohibition of Sales to EEA Retail Investors

Unless the Pricing Supplement in respect of any Notes specifies the ‘‘Prohibition of Sales to EEA RetailInvestors’’ as ‘‘Not Applicable’’, each Dealer has represented and agreed, and each further Dealerappointed under the Programme will be required to represent and agree, that it has not offered, sold orotherwise made available and will not offer, sell or otherwise make available any Notes which are thesubject of the offering contemplated by this Offering Circular as completed by the Pricing Supplementin relation thereto to any retail investor in the European Economic Area (the ‘‘EEA’’). For the purposesof this provision,

(a) the expression ‘‘retail investor’’ means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of MiFID II; or

(ii) a customer within the meaning of the Insurance Mediation Directive, where that customerwould not qualify as a professional client as defined in point (10) of Article 4(1) of MiFIDII; or

(iii) not a qualified investor as defined in the Prospectus Regulation; and

(b) the expression ‘‘offer’’ includes the communication in any form and by any means of sufficientinformation on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe the Notes.

If the Pricing Supplement in respect of any Notes specifies ‘‘Prohibition of Sales to EEA RetailInvestors’’ as ‘‘Not Applicable’’, in relation to each Member State of the European Economic Area, eachDealer has represented and agreed, and each further Dealer appointed under the Programme will berequired to represent and agree, that it has not made and will not make an offer of Notes which are thesubject of the offering contemplated by the Offering Circular as completed by the Pricing Supplement inrelation thereto to the public in that Member State except that it may make an offer of such Notes to thepublic in that Member State:

(a) Approved prospectus: if the Pricing Supplement in relation to the Notes specify that an offer ofthose Notes may be made other than pursuant to Article 1(4) of the Prospectus Regulation in thatMember State (a ‘‘Non‑exempt Offer’’), following the date of publication of a prospectus in

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relation to such Notes which has been approved by the competent authority in that Member Stateor, where appropriate, approved in another Member State and notified to the competent authorityin that Member State, provided that any such prospectus has subsequently been completed by thePricing Supplement contemplating such Non‑exempt Offer, in accordance with the ProspectusRegulation, in the period beginning and ending on the dates specified in such prospectus or PricingSupplement, as applicable, and the Issuer has consented in writing to its use for the purpose of thatNon‑exempt Offer;

(b) Qualified Investors: at any time to any legal entity which is a qualified investor as defined in theProspectus Regulation;

(c) Fewer than 150 offerees: at any time to fewer than 150, natural or legal persons (other thanqualified investors as defined in the Prospectus Regulation) subject to obtaining the prior consentof the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

(d) Other exempt offers: at any time in any other circumstances falling within Article 1(4) of theProspectus Regulation,

provided that no such offer of Notes referred to in (b) to (d) above shall require the Issuer or anyDealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement aprospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to anyNotes in any Member State means the communication in any form and by any means of sufficientinformation on the terms of the offer and the Notes to be offered so as to enable an investor to decide topurchase or subscribe the Notes; and the expression ‘‘Prospectus Regulation’’ means Regulation (EU)2017/1129, as amended.

United Kingdom

Prohibition of sales to UK Retail Investors

Unless the Pricing Supplement in respect of any Notes specifies ‘‘Prohibition of Sales to UK RetailInvestors’’ as ‘‘Not Applicable’’, each Dealer has represented and agreed, and each further Dealerappointed under the Programme will be required to represent and agree, that it has not offered, sold orotherwise made available and will not offer, sell or otherwise make available any Notes which are thesubject of the offering contemplated by this Offering Circular as completed by the Pricing Supplementin relation thereto to any retail investor in the United Kingdom. For the purposes of this provision:

(a) the expression ‘‘retail investor’’ means a person who is one (or more) of the following:

(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as itforms part of domestic law by virtue of the European Union (Withdrawal) Act 2018(‘‘EUWA’’); or

(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulationsmade under the FSMA to implement Directive (EU) 2016/97, where that customer would notqualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No600/2014 as it forms part of domestic law by virtue of the EUWA; or

(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and

(b) the expression an ‘‘offer’’ includes the communication in any form and by any means of sufficientinformation on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe for the Notes.

143

If the Pricing Supplement in respect of any Notes specifies ‘‘Prohibition of Sales to UK RetailInvestors’’ as ‘‘Not Applicable’’, each Dealer has represented and agreed, and each further Dealerappointed under the Programme will be required to represent and agree, that it has not made and willnot make an offer of Notes which are the subject of the offering contemplated by this Offering Circularas completed by the Pricing Supplement in relation thereto to the public in the United Kingdom exceptthat it may make an offer of such Notes to the public in the United Kingdom:

(a) Approved prospectus: if the Pricing Supplement in relation to the Notes specify that an offer ofthose Notes may be made other than pursuant to section 86 of the FSMA (a ‘‘Public Offer’’),following the date of publication of a prospectus in relation to such Notes which either (i) hasbeen approved by the Financial Conduct Authority, or (ii) is to be treated as if it had beenapproved by the Financial Conduct Authority in accordance with the transitional provision inRegulation 74 of the Prospectus (Amendment etc.) (EU Exit) Regulations 2019, provided that anysuch prospectus has subsequently been completed by Pricing Supplement contemplating suchPublic Offer, in the period beginning and ending on the dates specified in such prospectus orPricing Supplement, as applicable, and the Issuer has consented in writing to its use for thepurpose of that Public Offer;

(b) Qualified Investors: at any time to any legal entity which is a qualified investor as defined inArticle 2 of the UK Prospectus Regulation;

(c) Fewer than 150 offerees: at any time to fewer than 150 natural or legal persons (other thanqualified investors as defined in Article 2 of the UK Prospectus Regulation) in the UnitedKingdom subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by theIssuer for any such offer; or

(d) Other exempt offers: at any time in any other circumstances falling within section 86 of the FSMA,

provided that no such offer of Notes referred to in (b) to (d) above shall require the Issuer or any Dealerto publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant toArticle 23 of the UK Prospectus Regulation.

For the purposes of this provision the expression ‘‘an offer of Notes to the public’’ in relation to anyNotes means the communication in any form and by any means of sufficient information on the terms ofthe offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe forthe Notes; and the expression ‘‘UK Prospectus Regulation’’ means Regulation (EU) 2017/1129 as itforms part of domestic law by virtue of the EUWA.

Other regulatory restrictions

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under theProgramme will be required to represent, warrant and agree, that:

(a) No deposit‑taking: in relation to any Notes having a maturity of less than one year:

(i) it is a person whose ordinary activities involve it in acquiring, holding, managing ordisposing of investments (as principal or agent) for the purposes of its business; and

(ii) it has not offered or sold and will not offer or sell any Notes other than to persons:

(A) whose ordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their businesses; or

(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (asprincipal or agent) for the purposes of their businesses,

144

where the issue of the Notes would otherwise constitute a contravention of section 19 of theFSMA by the Issuer.

(b) Financial promotion: it has only communicated or caused to be communicated and will onlycommunicate or cause to be communicated any invitation or inducement to engage in investmentactivity (within the meaning of section 21 of the FSMA) received by it in connection with theissue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not, or, inthe case of the Guarantor would not, if it was not an authorised person, apply to the Issuer or theGuarantor.

(c) General compliance: it has complied and will comply with all applicable provisions of the FSMAwith respect to anything done by it in relation to any Notes in, from or otherwise involving theUnited Kingdom.

Japan

Each Dealer has understood, and each further Dealer appointed under the Programme will be required tounderstand that the Notes have not been and will not be registered under the Financial Instruments andExchange Act of Japan (Act No. 25 of 1948, as amended; the ‘‘FIEA’’) and, accordingly, each Dealerhas represented and agreed that it will not offer or sell any Notes, directly or indirectly, in Japan or to,or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of theForeign Exchange and Foreign Trade Act (Act No.228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan exceptpursuant to an exemption from the registration requirements of, and otherwise in compliance with, theFIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Hong Kong

In relation to each Tranche of Notes to be issued by the Issuer under the Programme, each Dealer hasrepresented and agreed, and each further Dealer appointed under the Programme will be required torepresent and agree, that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of anydocument, any Notes, except for Notes which are a ‘‘structured product’’ as defined in theSecurities and Futures Ordinance (Cap. 571) of Hong Kong (the ‘‘SFO’’), other than (i) to‘‘professional investors’’ as defined in the SFO and any rules made under the SFO; or (ii) inother circumstances which do not result in the document being a ‘‘prospectus’’ as defined inthe Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of HongKong (the ‘‘C(WUMP)O’’) or which do not constitute an offer to the public within themeaning of the C(WUMP)O; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or havein its possession for the purposes of issue, whether in Hong Kong or elsewhere, anyadvertisement, invitation or document relating to the Notes, which is directed at, or thecontents of which are likely to be accessed or read by, the public of Hong Kong (except ifpermitted to do so under the securities laws of Hong Kong) other than with respect to Noteswhich are or are intended to be disposed of only to persons outside Hong Kong or only to‘‘professional investors’’ as defined in the SFO and any rules made under the SFO.

PRC

Each Dealer has represented and agreed and each further Dealer appointed under the Programme will berequired to represent and agree, that the Notes are not being offered or sold and may not be offered orsold, directly or indirectly, in the PRC except as permitted by the securities laws of the PRC.

145

Singapore

Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be requiredto acknowledge, that this Offering Circular has not been registered as a prospectus with the MonetaryAuthority of Singapore. Accordingly, each Dealer has represented, warranted and agreed, and eachfurther Dealer appointed under the Programme will be required to represent, warrant and agree, that ithas not offered or sold any Notes or caused the Notes to be made the subject of an invitation forsubscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subjectof an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate ordistribute, this Offering Circular or any other document or material in connection with the offer or sale,or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person inSingapore other than (i) to an institutional investor (as defined in Section 4A of the Securities andFutures Act (Chapter 289) of Singapore, as modified or amended from time to time (the ‘‘SFA’’))pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA)pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and inaccordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, andin accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person whichis:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one ormore individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investmentsand each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) ofthat corporation or the beneficiaries’ rights and interests (howsoever described) in that trust shall not betransferred within six months after that corporation or that trust has acquired the Notes pursuant to anoffer under Section 275 of the SFA except:

(i) to an institutional investor or to a relevant person, or to any person arising from an offer referredto in Section 275(1A) of the SFA or Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law;

(iv) as specified in Section 276(7) of the SFA; or

(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securitiesand Securities-based Derivatives Contracts) Regulations 2018.

British Virgin Islands

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under theProgramme will be required to represent, warrant and undertake that no invitation whether directly orindirectly may be made to the public in the British Virgin Islands to subscribe for any of the Notes.

146

General

Each Dealer has agreed, and each further Dealer appointed under the Programme will be required toagree, that it will (to the best of its knowledge and belief) comply in all material respects with allapplicable securities laws, regulations and directives in force in any jurisdiction in which it purchases,offers, sells or delivers Notes or possesses or distributes the Offering Circular, any other offering orpublicity material and any applicable Pricing Supplement.

None of the Issuer, the Guarantor, the Fiscal Agent or any of the Dealers represent that Notes may atany time lawfully be sold in compliance with any applicable registration or other requirements in anyjurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility forfacilitating such sale. With regard to each Tranche, the Relevant Dealer(s) will be required to complywith any additional restrictions agreed between the Issuer and the Relevant Dealer(s) as set out in theapplicable Pricing Supplement.

147

GENERAL INFORMATION

1. Listing

Application will be made to the Hong Kong Stock Exchange for the listing of the Programmeunder which Notes may be issued during the 12‑month period after the date of this OfferingCircular on the Hong Kong Stock Exchange by way of debt issues to Professional Investors only.Notes may be issued on the basis that they will not be admitted to listing, trading and/or quotationby any competent authority, stock exchange and/or quotation system or that they will be listed onthe Hong Kong Stock Exchange or admitted to listing, trading and/or quotation by such other orfurther competent authorities, stock exchanges and/or quotation systems as may be agreed with theIssuer and the Guarantor. Notes to be listed on the Hong Kong Stock Exchange are required to betraded with a board lot size of at least HK$500,000 (or equivalent in other currencies). Separateapplication will be made for the listing of the Notes on the Hong Kong Stock Exchange.

2. Authorisation

The establishment and update of the Programme and the issue of the Notes thereunder wereauthorised by a resolution of the board of directors of the Issuer passed on 14 July 2021. Thegiving of the Guarantee of the Notes was authorised by a resolution of the board of directors of theGuarantor passed on 29 June 2021. Each of the Issuer and the Guarantor has obtained, or willobtain from time to time, all necessary consents, approvals and authorisations in connection withthe issue of the Notes and the performance of their respective obligations under the Notes and theGuarantee of the Notes.

3. Legal and Arbitration Proceedings

None of the Issuer or the Guarantor is or has been involved in any governmental, legal orarbitration proceedings, (including any such proceedings which are pending or threatened, of whichthe Issuer or the Guarantor is aware), which may have, or have had during the 12 months prior tothe date of this Offering Circular, a significant effect on the financial or trading position orprofitability of the Issuer or the Guarantor.

4. Significant/Material Change

Unless otherwise disclosed in this Offering Circular, since 31 December 2020, there has been nomaterial adverse change in the financial position or prospects nor any significant change in thefinancial or trading position or prospects of the Guarantor and since the date of incorporation ofthe Issuer, there has been no material adverse change in the financial or trading position orprospects of the Issuer.

5. Auditor

The Guarantor’s consolidated financial statements as at and for the years ended 31 December 2019and 2020, which are included elsewhere in this Offering Circular, have been audited by KPMG, asstated in its reports appearing herein.

6. Documents on Display

Copies of the following documents may be inspected during normal business hours on anyweekday (Saturday’s and public holidays excepted) at the office of the Guarantor at 37/F, ICBCTower, 3 Garden Road, Central, Hong Kong and the specified office of the Fiscal Agent at 13/F,Tower 1, Millennium City 1, 388 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong.

(i) the memorandum and articles of association of the Issuer and the Guarantor;

(ii) the audited consolidated financial statements as at and for the years ended 31 December 2019and 31 December 2020, respectively;

148

(iii) each Pricing Supplement (save that a Pricing Supplement relating to a Note which is neitheradmitted to trading on a regulated market within the European Economic Area or the UK noroffered in the European Economic Area or the UK in circumstances where a prospectus isrequired to be published under the Prospectus Regulation or, as the case maybe, the UKProspectus Regulation, will only be available for inspection by a holder of such Note andsuch holder must produce evidence satisfactory to the Issuer and the Fiscal Agent as to itsholding of Notes and identity);

(iv) a copy of this Offering Circular together with any Supplement to this Offering Circular;

(v) the Deed of Guarantee;

(vi) the Deed of Covenant;

(vii) the Agency Agreement (which contains the forms of the Notes in global and definitive form);and

(viii) the Programme Manual.

7. Clearing of the Notes

The Notes may be accepted for clearance through Euroclear, Clearstream and CMU. Theappropriate CMU instrument number, common code and the International Securities IdentificationNumber in relation to the Notes of each Tranche will be specified in the relevant PricingSupplement. The relevant Pricing Supplement shall specify any other clearing system as shall haveaccepted the relevant Notes for clearance together with any further appropriate information.

8. National Development and Reform Commission filings

On 14 September 2015, the National Development and Reform Commission (the ‘‘NDRC’’)promulgated the Notice on Promoting the Reform of the Filing and Registration System forIssuance of Foreign Debt by Corporates (Fa Gai Wai Zi [2015] No 2044) (the ‘‘NDRC Notice’’)

（國家發展改革委關於推進企業發行外債備案登記制管理改革的通知）, which came into effect onthe same day. According to the current interpretation of the NDRC Notice, if a PRC enterprise oran offshore enterprise or branch controlled by a PRC enterprise wishes to issue bonds outside ofthe PRC with a maturity of more than one year, such enterprise must, in advance of issuing suchbonds, file certain prescribed documents with the NDRC and procure a registration certificate fromthe NDRC in respect of such issuance (the ‘‘Pre-Issuance Registration Certificate’’). In addition,the enterprise must also report certain details of the bonds to the NDRC within 10 working days ofthe completion of the bond issue (the ‘‘Post-Issuance Filing’’). Failure to complete the Post-Issuance Filing will not adversely affect the validity of the relevant bonds issued by the enterprisefrom time to time.

149

INDEX TO FINANCIAL STATEMENTS

Page

The Guarantor’s Consolidated Financial Statements for the Year Ended 31 December 2020

Independent auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated statement of profit or loss and other comprehensive income . . . . . . . . . . . . . . . . . . F-5

Consolidated statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8

Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10

Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12

Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-15

The Guarantor’s Consolidated Financial Statements for the Year Ended 31 December 2019

Independent auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-101

Consolidated statement of profit or loss and other comprehensive income . . . . . . . . . . . . . . . . . . F-104

Consolidated statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-107

Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-109

Consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-111

Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-114

Note: The Guarantor’s consolidated financial statements as of and for the years ended 31 December 2019 and 2020 set forth hereinhave been reproduced from the Guarantor’s annual reports for the year ended 31 December 2019 and 2020 and pagereferences are references to pages set forth in such annual reports.

F-1

F-2

F-3

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ISSUER

Horse Gallop Finance LimitedKingston Chambers

PO Box 173Road Town, TortolaBritish Virgin Islands

GUARANTOR

ICBC International Holdings Limited37/F, ICBC Tower3 Garden RoadHong Kong

AUDITORS OF THE GUARANTOR

KPMGCertified Public Accountants8th Floor, Prince’s Building

10 Chater RoadCentral

Hong Kong

ISSUING AND PAYING AGENT ANDTRANSFER AGENT

FISCAL AGENT

Industrial and Commercial Bank of China (Asia)Limited

13/F Tower 1, Millennium City 1388 Kwun Tong Road

KowloonHong Kong

Industrial and Commercial Bank of China (Asia)Limited

13/F Tower 1, Millennium City 1388 Kwun Tong Road

KowloonHong Kong

CMU LODGING AND PAYING AGENT ANDREGISTRAR IN RESPECT OF CMU NOTES

REGISTRAR IN RESPECT OF NOTES OTHERTHAN CMU NOTES

Industrial and Commercial Bank of China (Asia)Limited

13/F Tower 1, Millennium City 1388 Kwun Tong Road

KowloonHong Kong

Industrial and Commercial Bank of China (Asia)Limited

13/F Tower 1, Millennium City 1388 Kwun Tong Road

KowloonHong Kong

LEGAL ADVISERS

To the Issuer as to British VirginIslands law

To the Issuer and the Guarantoras to PRC law

To the Issuer and the Guarantoras to English law

Maples and Calder (Hong Kong)LLP

26th Floor, Central Plaza18 Harbour Road

Wan ChaiHong Kong

Jun HeChina Resources Building

20th Floor,8 Jianghuomenbei Avenue

Beijing 100005P.R.China

Clifford Chance27th Floor, Jardine HouseOne Connaught Place

Hong Kong

To the Arrangers and Dealers as to PRC law To the Arrangers and Dealers as to English law

King & Wood Mallesons17th Floor

One ICC Shanghai International Commerce Center999 Middle Huai Hai Road

Xuhui DistrictShanghai, 200031

P.R. China

Allen & Overy9th Floor

Three Exchange SquareCentral

Hong Kong

A.Plus InternationalFINANCIAL PRESS LIMITED210780430

0105558-0000013 HKO1: 2002499113.12 1

PRICING SUPPLEMENT

UK MIFIR product governance / Professional investors and ECPs only target market – Solely for the

purposes of the manufacturer’s product approval process, the target market assessment in respect of the Notes has

led to the conclusion that: (1) the target market for the Notes is only eligible counterparties, as defined in the FCA

Handbook Conduct of Business Sourcebook (“COBS”) and professional clients, as defined in Regulation (EU)

No 60/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK

MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are

appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take

into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA

Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance

Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting

or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.”

Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations

pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the

"SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the

SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital

Markets Products) Regulations 2018 of Singapore).

This document is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the

Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange")

("Professional Investors")) only.

Notice to Hong Kong investors: each of the Issuer and the Guarantor confirms that the Notes are intended for

purchase by Professional Investors only and will be listed on the Hong Kong Stock Exchange on that basis.

Accordingly, each of the Issuer and the Guarantor confirms that the Notes are not appropriate as an investment

for retail investors in Hong Kong. Investors should carefully consider the risks involved.

The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that

the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this

document to Professional Investors only have been reproduced in this document. Listing of the Programme

and the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial

merits or credit quality of the Programme, the Notes or the Issuer, the Guarantor and the Group, or quality

of disclosure in this document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock

Exchange take no responsibility for the contents of this document, make no representation as to its accuracy or

completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance

upon the whole or any part of the contents of this document.

This Pricing Supplement includes particulars given in compliance with the Rules Governing the Listing of

Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to

the Issuer, the Guarantor and the Group. Each of the Issuer and the Guarantor accepts full responsibility for the

accuracy of the information contained in this Pricing Supplement and confirms, having made all reasonable

enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make

any statement herein misleading.

Pricing Supplement dated 19 July 2021

HORSE GALLOP FINANCE LIMITED

Issue of US$600,000,000 1.10 per cent. Guaranteed Notes due 2024

under the US$4,000,000,000 Medium Term Note Programme

0105558-0000013 HKO1: 2002499113.12 2

The document constitutes the Pricing Supplement relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions")

set forth in the offering circular dated 15 July 2021 (the "Offering Circular"). This Pricing Supplement contains

the final terms of the Notes and must be read in conjunction with the Offering Circular.

1. Issuer: Horse Gallop Finance Limited

2. Issuer Legal Entity Identifier: 5493005LA8SD8BDUW128

3. Guarantor: ICBC International Holdings Limited

4. (i) Series Number: 0004

(ii) Tranche Number: 01

(iii) Date on which the Notes become

fungible:

Not Applicable

5. Specified Currency or Currencies: USD

6. Aggregate Nominal Amount:

(i) Series: US$600,000,000

(ii) Tranche: US$600,000,000

7. Issue Price: 99.959 per cent. of the Aggregate Nominal Amount

8. (i) Specified Denominations: US$200,000 and integral multiples of US$1,000 in

excess thereof

(ii) Calculation Amount (in relation

to calculation of interest in global

form see Conditions):

US$1,000

9. (i) Issue Date: 26 July 2021

(ii) Interest Commencement Date: Issue Date

10. Maturity Date: 26 July 2024

11. Interest Basis: 1.10 per cent. Fixed Rate

12. Redemption/Payment Basis: Redemption at par

13. Change of Interest or

Redemption/Payment Basis:

Not Applicable

14. Put/Call Options:

CoC Put Option

0105558-0000013 HKO1: 2002499113.12 3

15. Listing: Hong Kong Stock Exchange

Expected effective listing date is 27 July 2021.

16. (i) Status of the Notes: Senior

(ii) Status of the Guarantee: Senior

(iii) Date of regulatory approval for

issuance of Notes obtained:

Pre-Issuance NDRC Registration Certificate

(“Certificate”) obtained by Industrial and Commercial

Bank of China Limited (“ICBC”) from NDRC

according to the Circular on Promoting the Reform of

the Administration on the Filing and Registration

System for Foreign Debts Issued by Enterprises and

ICBC’s approval dated 17 June 2021 authorizing the

issuance of the Notes not exceeding US$800,000,000

and confirming such issuance of Notes is within the

foreign debt quota under the Certificate

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17. Fixed Rate Note Provisions Applicable

(i) Rate of Interest: 1.10 per cent. per annum payable semi-annually in

arrear on each Interest Payment Date

(ii) Interest Payment Dates: 26 January and 26 July in each year up to and

including the Maturity Date

(iii) Fixed Coupon Amount(s) for

Notes in definitive form (and in

relation to Notes in global form

see Conditions):

US$5.50 per Calculation Amount

(iv) Broken Amount(s) for Notes in

definitive form (and in relation

to Notes in global form see

Conditions):

Not Applicable

(v) Day Count Fraction: 30/360

(vi) Determination Date(s): Not Applicable

(vii) Other terms relating to the

method of calculating interest

for Fixed Rate Notes:

Not Applicable

18. Floating Rate Note Provisions: Not Applicable

19. Zero Coupon Note Provisions: Not Applicable

0105558-0000013 HKO1: 2002499113.12 4

20. Index-Linked Interest Note/other

variable-linked interest Note

Provisions:

Not Applicable

21. Dual Currency Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

22. Call Option: Not Applicable

23. Put Option: Not Applicable

24. CoC Put Option: Applicable

(i) Early Redemption Amount

(Change of Control):

101 per cent. of the principal amount

25. Final Redemption Amount of each

Note:

US$1,000 per Calculation Amount

26. Early Redemption Amount US$1,000 per Calculation Amount

Early Redemption Amount(s) per

Calculation Amount payable on

redemption for taxation reasons or on

event of default or other early redemption

and/or the method of calculating the

same (if required or if different from that

set out in the Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27. Form of Notes: Registered Notes:

Global Note Certificate exchangeable for Individual

Note Certificates in the limited circumstances

described in the Global Note Certificate

28. Additional Financial Centre(s) or other

special provisions relating to payment

dates:

Not Applicable

29. Talons for future Coupons or Receipts to

be attached to Definitive Notes (and

dates on which such Talons mature):

No.

30. Details relating to Partly Paid Notes:

amount of each payment comprising the

Issue Price and date on which each

payment is to be made and consequences

(if any) of failure to pay, including any

right of the Issuer to forfeit the Notes and

interest due on late payment:

Not Applicable

0105558-0000013 HKO1: 2002499113.12 5

31. Details relating to Instalment Notes:

amount of each instalment, date on which

each payment is to be made:

Not Applicable

32. Redenomination, renominalisation and

reconventioning provisions:

Not Applicable

33. Consolidation provisions: The provisions in Condition 19 (Further Issues) apply

34. Any applicable currency

disruption/fallback provisions:

Not Applicable

35. Other terms or special conditions: Not Applicable

DISTRIBUTION

36. (i) Method of distribution: Syndicated

(ii) If syndicated, names of

Managers:

ICBC International Securities Limited, Industrial and

Commercial Bank of China (Asia) Limited, The

Hongkong and Shanghai Banking Corporation Limited,

Agricultural Bank of China Limited Hong Kong

Branch, Bank of China Limited, Bank of China (Hong

Kong) Limited, Bank of Communications Co., Ltd.

Hong Kong Branch, The Bank of East Asia, Limited,

China Construction Bank (Asia) Corporation Limited,

CMBC Securities Company Limited, CMB Wing Lung

Bank Limited, Industrial and Commercial Bank of

China (Macau) Limited, Industrial and Commercial

Bank of China Limited, Singapore Branch, ICBC

Standard Bank Plc, Mizuho Securities Asia Limited,

Industrial Bank Co., Ltd. Hong Kong Branch, ABCI

Capital Limited, CCB International Capital Limited,

China CITIC Bank International Limited, China

Everbright Bank Co., Ltd., Hong Kong Branch, China

Everbright Securities (HK) Limited, China

International Capital Corporation Hong Kong

Securities Limited, China Minsheng Banking Corp.,

Ltd., Hong Kong Branch, Malayan Banking Berhad,

Nanyang Commercial Bank, Limited, Shanghai

Pudong Development Bank Co., Ltd., Hong Kong

Branch and Standard Chartered Bank

(iii) Stabilisation Manager(s) (if

any):

Any of the Managers (except for China CITIC Bank

International Limited) appointed and acting in the

capacity as a Stabilisation Manager

37. If non-syndicated, name and address of

relevant Dealer:

Not Applicable

38. US Selling Restrictions: Reg. S Category 1

0105558-0000013 HKO1: 2002499113.12 6

TEFRA not applicable

39. Additional selling restrictions: Not Applicable

40. Prohibition of Sales to EEA Retail

Investors:

Not Applicable

41. Prohibition of Sales to UK Retail

Investors:

Not Applicable

OPERATIONAL INFORMATION

42. ISIN Code: XS2365265003

43. Common Code: 236526500

44. CMU Instrument Number Not Applicable

45. Any clearing system(s) other than

Euroclear/Clearstream and the CMU and

the relevant identification number(s):

Not Applicable

46. Delivery: Delivery against payment

47. Additional Paying Agent(s) (if any): Not Applicable

GENERAL

48. The aggregate principal amount of Notes

issued has been translated into US dollars

at the rate of [•], producing a sum of (for

Notes not denominated in US dollars):

Not Applicable

49. Ratings: The Notes to be issued have been rated:

Moody's: A2

STABILISATION

In connection with this issue, any one of the Managers (except for China CITIC Bank International Limited)

appointed and acting in the capacity as a Stabilisation Manager (the "Stabilisation Manager") (or persons acting

on behalf of any Stabilisation Manager) may over-allot Notes or effect transactions with a view to supporting the

market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may

not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure

of the terms of the offer of the Notes is made and, if begun, may cease at any time, but it must end no later than

the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any

stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager (or persons acting

on behalf of any Stabilisation Manager) in accordance with all applicable laws and rules.

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the final terms required for issue and admission to trading on the Hong Kong

Stock Exchange of the Notes described herein pursuant to the US$4,000,000,000 Medium Term Note Programme.

0105558-0000013 HKO1: 2002499113.12 7

MATERIAL ADVERSE CHANGE STATEMENT

Except as disclosed in the Offering Circular, there has been no significant change in the financial or trading

position of the Issuer or of the Guarantor since 31 December 2020 and no material adverse change in the financial

position or prospects of the Issuer or of the Guarantor since 31 December 2020.

Project Horse VII – Pricing Supplement (signature page)

RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained in this Pricing

Supplement.

Signed on behalf of Horse Gallop Finance Limited:

By: ..............................................................................

Duly authorised

Project Horse VII – Pricing Supplement (signature page)

Signed on behalf of ICBC International Holdings Limited:

By: ..............................................................................

Duly authorised